The Superior Max Steel
by ninjanicktf
Summary: a Superior spider-man/max steel mash up. dread finds out he's dying, and decides to continue living, he has to swap brains with max steel. max needs to get to dread before he dies in dread's body. will he get to dread in time? EDIT: as of July 11th, I will daily be updating the chapters one by one.
1. Dying Wish, Part 1

Jason walked in with a black eye. He had once again had lost to Max Steel. He was scared that dread would kill him (literally) so was trying to be quiet. He was hoping dread wouldn't see him.

"At this point Dread is going to have a heart attack if he found out I failed again" Jason said as he tip toed backwards. "Maybe if I'm quite he won't-" He ended up walking into Dread. Jason turned around.

"dr-dr-Dread! Fancy meeting you here" Jason said, terrified as heck.

"What is with your black eye?" Dread responded. Jason thought of the first lie he could come up with.

"Not from a fight with Max Steel, that's for sure. I just… ran into a poll. Yeah" Jason said with a small grin. Dread (obviously) didn't buy it. He grabbed Jason's neck.

"YOU IDOIT! You can run an entire company yet you can't stop A SIMPLE TEENAGER?! HOW PITHETIC ARE YOU, NAGHT?! WHY I OTTA—" Dread said. However, before he could finish, he clutched his chest in pain, which caused him to drop Jason. He then collapsed onto the ground. Jason got up and saw dread on the ground.

"When I said he was going to have a heart attack, I meant metaphorically" Jason said to himself. "Someone, get a doctor!" he then shouted. Several drones came and took dread's body to a medical bay. A mechanical (don't ask) doctor scanned Dread for a while. He gave Jason the notes. Right when Dread regained consciousness. Jason came in.

"Uh, dread, I have same bad news" Jason said.

"What is it, Naught?"

"Sir, I'm sorry, but you exposure to the shield generator inside makino's ship has caused the turbo energy inside you to… uh, how do I say this…" Jason said.

"Spit it out, you moron" Dread said.

"One: ow. Two: due to that exospore, the turbo energy you absorbed from Max Steel that was keeping you alive, is, well… how do I say this-" dread had a very angry look on his face. "-It is now slowly killing you"

"WHAT?!" Dread shouted.

"Well, since this happened five months ago, it is almost done! According to the doc, you only have a few hours to live. Maybe you can try destroying Max Steel one more time? Or if that's not an option-" Jason said.

"SHUT UP!" Dread shouted.

"Oh, sorry. Have you always been this cranky?" Jason said.

"There's got to be a way to reverse this. Have you tried to find a cure?" Dread asked.

"There's nothing they can do" Jason said. dread had a shocked look on his face (if you cloud see his face)

"This has to be a mistake"

"I'm afraid it isn't. It's almost like you would have to transfer your mind into someone else's body. But that's crazy talk" Jason said as he walked out of the hall.

"Crazy, eh?" Dread said he sent a tiny little bug device into his hand.

"I was hoping I was going to have to use this soon" He put a cable on his head that was connected to the mechanical bug. He then took it off. What he did, I don't know.

"Time to start my master plan" he said as the bug flew out of his hand. He then made an evil laugh.

…

Elsewhere, Max is walking down to his apartment. He is humming "the monster" by Eminem to himself. He however left Steel behind on accident. No all he could think about was trying to make an excuse for that mistake. By this point, he had scrapped a few ideas.

"Okay, what excuse for mom and Steel? Umm, I thought I brought Steel, but it turns out I didn't? No, she wouldn't fall for that one. How about I got the backpack and I thought Steel was in it? No, I don't have the backpack, so she won't fall for that one either. Maybe-" Suddenly something started buzzing in his ear.

"What's that noise?" Max said. He tried swatting it away. He shrugged and kept walking, not noticing that the nosing making thing was right behind him. Suddenly it injected a cable into his brain stem. Max falls to the ground, and loses consciousness.


	2. Dying Wish, Part 2

Max opened his eyes. He had a huge head ache. He got up and felt his neck, which felt strange. His entire head was buzzy, and had no idea what had happened in the past hour.

"Steel, I had the weirdest dream…" Max said… in Dread's voice.

"What happened to my voice..." he said right before he looked at his hands.

"What happened to my hands?!" he said. He was terrified now. He ran to a chrome (also means shiny) key board. He screamed at what he saw-he was in dread's body!

"WHAT HAPPENED?! WHY AM I IN DREAD'S BODY…WHERE'S MY BODY?!" Max asked. "Wait, I've seen freaky Friday like fifteen times… that that means… oh god Dread is in my body!" Max said. Jason walked in.

"Dread? I heard screaming. Are you okay?" Jason asked.

"Ah, yes, Jason, I'm fine!" Max (Dread?) said.

"That's odd, you always refer to me by Naught… weird. Must be an affect from your condition." Jason replied.

"Condition?" Dread (Max?) asked. _What does he mean condition?!_

"Don't you remember? You're dying. Shield generator? Only have a few hours to live? We discussed it about an hour ago" Jason said to clarify.

_That's what's happing!Dread switched our bodies! _Max thought. _He wants me to die in this rotting piece of… is it meat anymore? Or is it machinery? I think it might be-FOCUS! Wait… if I'm here, than-oh god, what is Dread doing in my body?!_

Back at the apartment, Dread (in Max's body) comes back. Max walked in to an angry molly.

_One hour in my new body and someone is already mad at me_.Dread thought. He waved.

"Max, did you forget something?" molly asked.

"Forget what?" Max (confusing yet?) asked.

"He's blue, only has one eye, you have to link up with him every eight hours or else you'll blow up?" molly said, obviously referring to Steel.

"Aw, crap!" Max said. _Is that something Maxwell McGrath would say?_ Dread thought. He walked into his room and saw steel on the bed.

"Oh hey Max" Steel said. "I think you forgot your backpack. And me"

"Sorry about that… uh,-" Max said. _What is your name? Wait, I think it was steel!_

"Steel?" Steel said.

"Yeah! Thanks for reminding me!" Max said with a fake smile.

"Well don't forget, you have to get ready for school tomorrow" molly said.

"Okay, mom" Max said. He walked to his room. _Good.I fooled them all. No one suspects a thing._ Max then laughed. Steel just looked at him strangely.


	3. Dying Wish, Part 3

Max (in Dread's body) is sitting at a desk. He is trying to think of ways to get to Dread before his life force runs out. He looked up and saw some sort of regeneration chamber. It had something (or someone) in it. He just looked away and got his mind back on the situation.

_There's got to be way to reverse this _Max thought. He then noticed a little bug thing. He picked it up.

_That looks like the thing that was annoying me before I got into this mess_. _I think I will carry you along._

"Jason, how's that device coming along?" Dread asked. Jason walked out of a room.

"It's not quite done yet, but don't worry, it'll be done soon" Jason said.

_I hope. _Max thought. _I need to find a way to get to Dread… but how? He'srunning around with my face!__He could be ruining my life! I need to get out of here! If only I could go to n-tek! Wait…_

At the apartment, Max is looking under the sink. He finds some hair gel.

"YES! This is what I was looking for!" Max said. he squirted a little gel in his hands, rubbed it in his hair, and he also grabbed the comb.

"Hey Max, I just want to check up on you and" Molly said. He walked out of the bathroom. "Wow"

"Hey, Max, we're gonna go to your school now, and… what happened to your hair?" Steel said, as he saw Max's hair (Imagine him having power rangers megaforce Troy's hair)

"I decided to get a new look. What do you think?" Max asked. Steel hated it, but he didn't want to tell max.

"That is one of the worst things I have ever seen in my life" steel said, quickly changing his mind about the "not gonna tell him" thing

"Hey, I spent twenty minutes on this!"

"Well, I think you look very hansom" molly said.

"Thanks moll-er, mom" Max said. He walked out the door with steel.

"All right. See you later" molly said.

On the way there, there was an explosion. Walking out of the explosion is a girl. She was about sixteen, had brown hair and pig tails on both sides of her head, and she was wearing black skinny jeans, and a silver up shirt with what looked like metal tape on the end of it.

"All right! Where's this so called "Max Steel"?" the girl said. a few cops came out and pointed guns at her.

"Who are you?!" one cop asked.

"The name's katana" she said as she generated a cyber katana. She sliced one of the cop cars in half. A cop fired at her, but she used the blade to cut the bullet in half. She then ran up and kicked one of the cops in the face.

"Anyone else want to take on me?" she asked.

_That's my tech! _Dread thought. _How did she get my tech?!_

"Alright Max, we need to link up!" Steel said, bring dread back from his thoughts.

"Right titanium!" Max said.

"What?" Steel asked.

"Uh, I meant Steel" Max said. "GO TURBO!" he walked up to katana, having just seen him transform.

"Ah there he is! And I didn't think he would be a puny 17 year old!" katana said.

"You don't look a day over 16!" Max said. _Wait… who cares?! I need to know how she got my tech!_

"What are you waiting for?! An invitation?!" she shouted. She then ran towards Max. Dread had to act fast.

"Go turbo! SPEED!" Max said. He then quickly rushed up to katana and sucker punched her. She then crashed into a building.

"The heck would you do that?!" she shouted as she wiped away some blood.

"First things first, how did you get my-er, THI's tech?!" Max said as he picked her up.

"Some guy sold it to me. I can't remember his name, but who cares?!" katana replied.

_Naught!_ Dread thought. _He sold my tech!I'll kill him for this!_

"Put me down!" Katana shouted, reminding max that he was still holding her.

"If you say so" Max said as he tossed her on the ground. She got up and started crying.

"Why would you do that? I just wanted attention!" she said as she cried. Max didn't care and walked away. A few paramedics ran to Katana's aid.

"Max, WHAT GOT INTO YOU?!" Steel shouted at him.

"She thought she could take on me Steel. She doesn't even know how to use those things" Max said.

"That's no reason to beat her like that!" Steel said.

"She tried to kill a cop!"

"She was trying to scare them!" steel shouted back.

"Who cares? Let's just get to school" Max said.


	4. Dying Wish, Part 4

"WHAT?!" Jason said. "Attack N-Tek?! Have you lost your mind?!"

"If I'm dying, I would at least want the benefit of destroying N-Tek first" Dread said. _Then I could get to Dread and reverse this!_ Max thought.

"But do we want to go after Max Steel? I mean, did you hear what he did to that super villain who got his attention?! She was just a sixteen year old girl! And he beat her to a pulp!" Jason said.

_My god, Dread's gone too far!_ Max thought. _I have to end this, now! _

"I might need to ask for help"

"But who would you ask?" Jason said.

"I have a good idea" Dread said. Jason was about to open his mouth when dread sent out a little message.

"What did you just send them?!" Jason asked.

"A message saying that if they help us, they'll get 600,000,000 dollars" Dread said.

"ARE YOU INSAINE?!" Jason asked. "you wanted help, you could have just-" Right before he continued, a woman in skin tight red leather tackled him. She was tall, and skinny, and had brown hair and green eyes.

"Oh, hello" the woman said.

"YOU GOT SCARLET TO HELP YOU?!" Jason said in shock.

"Not just scarlet" Dread said. Scarlet got off Jason and backed away. He ran back to dread, as he was now terrified.

"Oh my god, who else did you get?" right when Jason said that there was another explosion. Someone walked in. she had orange hair, an outfit that had a fire pattern on it, and red eyes. Jason was shocked.

"Oh hello boys" she said as she put her hand on her hip.

"Meltrix?! How did you know her?!" Jason said.

"I have my ways" Dread said. _In this body with naught, I'm going to need all the help I can get. _Max thought. Jason saw another explosion through the room.

"My insurance isn't going to like this" Jason said. Someone then walked into the hall. He appeared to be half robot, half human. His hair was burnt off, but what wasn't burnt off was red. He had half of his face missing, but he had a robot face in its place. His right arm and leg were also replaced with machines.

"All right, where's the target?" he said. "Is it this scrawny weakling over here?" he asked.

"VENGENCE?! You can't be serious!" Jason said.

_If it's to get my body back_, Max thought _I'll take toxzon's help!_

At the school, Max was walking down the hall. Since dread was no longer a teenager, he remembered something he completely forgot about two chapters ago. He had all of max's memories.

_Okay, remember, you're going to have to look at all of Max's memories, _Dread said. _That's the only way you're going to pull off this deception._

"Hey Max!" Jackson shouted. Jackson was tall, had hair so blond it was white, wore a blue jacket, jeans, and red sneakers. He lived in japan when he was three, but that's another story for another day. Dread went through max's memories to find out who this guy was.

"Hey, uh, Souji!" Max said.

"I told you to call me Jackson. Well, I don't mind if you call me by my real name, but still. Call me Jackson" Jackson said. "There's something I have to ask you"

"Can it wait?" Max asked.

"No, it can't" Jack continued. "I saw the news. Why would you do that?" Jackson asked.

"Do what?" Max asked.

"Beat up a sixteen year old girl? She was just looking for attention! She wasn't harming anybody!" Jackson said.

_How does he know Max Steel's secret identity? _Dread thought. "She took Dread's tech and kicked a guard"

"So? You don't see me beat up a five year old because he kicked a random guy in the shin, do you?"

_If I knew who you are, I would answer that question. _Dread thought. A girl then walked up to Max. She was max's height, had (died) red hair, which she kept in a ponytail. She had green eyes, and was very pretty. Dread resisted the urge to fall in love.

"What were you thinking?!" she asked.

_I'm guessing this is Ann._ Dread thought.


	5. Dying Wish, Part 5

"You don't see me beat up a six year old because he got ahold of a nuke, do you?" Ann said.

"Is there any reason you had to do that?" Jackson asked. "Is there?"

"Screw off!" Max said in anger.

_Odd, _Ann thought._This isn't like 's more aggressive. I don't think I heard Max say "screw" even once! It's almost like he's someone else!_

"Look, I don't know what got into you! I don't want you to beat the crap out of butch!" Jackson said.

"THAT'S IT!" Max said as he tried to punch Jackson. Jackson grabbed his fist.

_What the-?!_ Dread thought.

"Did you just try to hit me?" Jackson said. "It's like we've never met. My name is Souji, but you can call me Jackson" he said right before he tossed Max on the ground. Max tried to punch back but Jackson got out of the way. He did manage to know Jackson off his feet (with a sweep kick)

_This is not Max, _Ann thought. _Definitely not._ She then pulled out her phone. She filmed the fight. She was deeply wondering what was going on. Sydney soon came in and broke up the fight right as Jackson was going Sanji on his butt.

"You two are friends, why are you fighting?" she asked.

"He's a jerk!" Jackson said.

"He doesn't know when to shut up!" Max said.

"You two are acting like children!" she said. "Max you're not like this!" Sydney stated. Then someone walked in. he was the principle.

"McGrath. My office. Now!" he shouted. At THI, Jason straps the device on Dread.

"Okay, I don't know how long this would benefit you, but we're looking at two, three hours at best" Jason said.

_Good. Time to put my plan in motion. _Max thought.

"You know, project dar-"

"Shut up, naught!" Dread shouted.

After school Max was walking out of school with molly. She was yelling at him after she heard about the fight Max had with Jackson.

"What were you thinking?!" molly said. "You and Jackson are friends!" Max then crossed his arms. "

You allowed yourself to get suspended?!" Before he could say something he heard this:

I think

You and my friends

Should hang out

On the weekends

Followed by a beat. He picked up the phone. (For full effect look up skrillex weekends)

_This is the crap kids listen to now?!_ Dread thought_._

"Hello?" Max asked.

"Max, this is Kat. We need you here right now" Kat said.

"Why?"

"Don't ask questions, just come now!" She said.

"Okay" he said as he hung up. "Can we talk about this later?"

"Fine" Molly said.

"GO TURBO! SPEED!" Max turned into speed mode and ran to N-Tek's base. Back at n-tek's "base" "Kat" puts down the phone.

"Well?" Dread asked.

"He bought it" Scarlet said.

"Excellent" he said.


	6. Dying Wish, Part 6

Thousands of years ago, an artifact existed. An artifact called-the cube. It was capable of giving life, just as much as it was of destroying it. It created the transformers.

For years the transformers were in peace. They were ruled by seven kings-seven primes. Everything was fun and peaceful, until one of the primes betrayed the others. He was once known as zeta prime, but is now known as the fallen. The fallen had an army of the transformers that rebelled alongside him, but their attempts to destroy the peaceful cybertrions- the Autobots- were failed.

The fallen was killed by Sentinel prime. Everyone thought the job was done, and the decepticons were no more, but one remained-Megatron. Megatron was powerful, strong, and evil to the core. Every Autobot was scared to take on him. But there was one who tried to fight to the finish to stop Megatron. His name was Optimus prime.

Megatron and prime could be no different. One was power hungry, and would kill his own men. Optimus fought for freedom, justice, and would never abandon anyone in battle, and would never give up, no matter what.

To stop Megatron from getting the all spark, Optimus launched it into space; hoping Megatron would never find it. Megatron learned of this, and set out to find the all spark. He never came back, so most assumed he was dead.

The Allspark landed on earth. It remained in the artic, but was never found.

A man named Forge Ferris was an explorer. He was always finding strange objects inside of stone, water, and caves. After he heard news about the Allspark landing in the artic, He led an ice excision to artic for a treasure hunt. He was hoping they'd find the all spark (or something else) before two weeks.

The following was written in his journal.

**DAY 1:** we start searching. Day returned unsuccessful. We found nothing.

**DAY 2: **no success. Two men suffered frostbite. We continue.

**DAY 5:** still nothing. This is not going well.

**DAY 16: **we had three groups looking. We didn't find crap.

**DAY 27:** more of my men suffered frostbite. We may need to stop soon.

**DAY 45: **still nothing. More of my men start starving. We used the last of our food supply.

After writing in for day 46, Ferris walked onto a plain of ice. He was about to give and go back home. He pulled out a cigarette and a liter. Before he could light it, he heard a strange noise. He looked and saw a few cracks on the ground. He could have sworn they weren't there before. He lit his lighter and heard the noise again. He was now scared on what it could be. He then thought and figured out something: he was standing on thin ice. It then collapsed and he fell through. He was terrified when he fell.

After landing, he got up, and saw something. Something big. It wasn't the all spark, but at this point he didn't care.

"Sir, are you alright?" One of his men asked.

"You guys need to come see this!" he said. They slid down to Ferris and saw it.

"What the heck is that?" One of the men asked.

"It's my next best discovery!" Ferris said. They then started chipping away the ice to see what they found. Ferris saw what looked like an eye, and it made a huge light that almost blinded Ferris.

"Dude, are you all right?" one of his men asked.

"We need to get this thing out. Now"


	7. Dying Wish Part 7: No Turning Back

Ferris got grip of was going on.

"WHAT DO YOU MEAN A FEW GAURDS ARE DEAD?!" he shouted.

"Someone broke in and killed them!" Kat said. "We don't know what happened, but their killers might still be here!"

"We can't take any chances. We need to find out who's breaking in here!" Ferris said. "any ideas?"

"I can send CYTRO" he said.

"Go send him!" Ferris said. Berto activated CYTRO. Cytro then left to go find dread. Elsewhere, Dread stopped running for a bit suddenly grabbed his chest.

"What's wrong?" Meltrix asked.

_I think one of my kidneys just failed. _Max thought. "Nothing. Keep moving!" meltrix walked up to Dread. She saw the little bug thing.

"I know what you're doing!" she said.

"What?" Dread said. _Oh god, she figured me out!_ Max thought.

"That thing you're carrying, it's a brain swap device" she said.

"What?" dread asked.

"You're going to move your brain into someone else's body! Please don't tell me it's mine! I don't want you in my body!" Meltrix said as she tried to kick Dread's device. He jumped out of the way causing meltrix to hit the wall. Dread grabbed a tray.

"So close, but no cigar" he said right before he hit her on the head with the tray. She collapsed on the ground. Dread then felt shock.

_Oh dear lord_, Max thought. _Please don't tell me I killed her!_ He leaned down and felt her chest. _Her heart's still beating. She's just unconscious. Good._ He then walked out of that room.

_What was I thinking?! _

…

Max heard a loud clang.

_Wait, a phone call no one gave me, a loud clang, berto screaming about something getting hacked-Max! _Dread thought. _He figured it out!_ Max ran to several different rooms looking for dread.

Meanwhile, berto was still searching for dread.

"Come on, come on!" he said. CYTRO walked into the hall. One thing he didn't notice was that Scarlet was standing right behind him. She grabbed one of her knives and shoved it into CYTRO's visor.

"Sweet dreams, tin head!" She said.

"Aw crap" Berto said. "Not again" meanwhile, Max busted into another room.

"He not here" Max said. "Where is he?!" Max then noticed scarlet walking into the room.

"Hello" she said.

"What are you doing here?!" Max said.

"Dread told me I'll get a raise if I find you" she said. "He said I had to bring you alive, but he didn't say in how many pieces!" she said. She pulled out two knives. In another room, Ferris and Kat are discussing how to combat the break in.

"This makes no sense! How did they even find the base in the first place?!" Berto said.

"Who cares?!" Kat said. "We need to stop this madness!"

"There might be a way to reestablish the security" Ferris said. He was going to keep speaking when suddenly, an explosion burst in the room. They all ducked, and saw someone come in.

"No way"" berto said.

"Oh, hello n-tek" vengeance said as he walked in. "Missed me?"

"Oh crap" Ferris said. Ferris pulled out a pistol. Vengeance knocked it out of his hand.

"Now, down to business-" Kat shot him in the back.

"So that's how you want to play, huh?" Back at the training room, scarlet throws a few knives at Max.

"GO TURBO! SPEED!" Max said as he turned into his speed mode. He then grabbed all of knives and threw them back at scarlet. She managed to dodge all of them except of one that cut her arm. She grabbed a pistol and started shooting at Max. Max kept getting out of the way.

"Stand still so I can blow a hole in your gut!" she shouted.

"Her arm's bleeding!" Steel said. "How is that not stopping her?!"

"Just a flesh wound" she said as she tried to shoot Max. "I've suffered worse"

Meanwhile, dread was still looking for Max.

"Where could he be?!" dread said to himself. He doesn't have my memories, does he?" he then heard gun shots.

_That's coming from the training room!_ Max thought. Dread then walked in. he saw scarlet trying to kill Max. He grabbed her arm.

"What are you doing?!" he said.

"Getting Max Steel, like you asked" she said.

"I want him in one piece" he said.

"I want to kill him"

"I DON'T want you to kill him" he said as he squeezed scarlet's wrist. "I will handle it from here. Grab the drone"

"Fine" she said as shot a grappling hook at Max's chest and grabbed Steel.

"Max, help!" steel shouted.

"Shut up" She soon left. Now it was just Max (dread) and dread (Max)

**NOTE: a song that will go GREAT here is hey ya- I mean, all for nothing-linkin Park**

"Oh hello, Max" Max said.

"Look Dread, if wanted to continue living, you should have gone about it a different way!" Dread said.

"Think about it! It's as you say, a "double win" Max said. He then knocked Dread onto the ground. "I get to keep living, and I get to be rid of Max Steel forever!" he said as he punched Dread.

"So you wanted me do die in this rotting piece of meat, don't you?" dread asked.

"Exactly"

Meanwhile at the hidden bunker, Ferris and the gang are hiding behind a table. Kat handed him an ak 40-7. He kept getting up every so often and attempted shooting vengeance. He got up and his gun didn't fire any rounds, much to his distaste.

"Aw crap, I'm out of ammo!" he said.

"I got an extra magazine!" Kat said as she handed him one.

"Thanks!" he said as he clipped it into his gun. He kept shooting, but vengange charged up an attack and shot it, causing Ferris to duck quickly. Kat grabbed a grenade and pulled the ring out with her teeth. She spit out the ring.

"YIPPE KY YAY!" she said as she threw it at vengeance. It landed in front of vengeance.

"What the f-" the grenade exploded.

"He's out, cold. For now" Kat said. Ferris sighed with relief. Back at the training room, Max's fight between him and Dread began. Dread grabbed what was left of CYTRO and threw it at Max. Max just got out of the way.

"How sad is it that you are going to die within a few hours and you'll never know how I perfected my master plan" Max said as he punched dread again.

"I don't know what you've done, and I couldn't care less!" Dread said as he got close to Max. "I WANT MY BODY BACK!" he then grabbed Max and threw him out onto the desert outside of the base.

"THIS ENDS HERE AND NOW!" he shouted. He then sent the little bug thing to Max. Max just laughed.

"Nice try Max, but you forgot one thing" Max said. He then crushed the bug. "I designed the damn thing!"

_I can't believe he just said that!_ Max thought. _And in my body!_

"Face it. You've lost!" Max said as he punched Dread in the face. He then stomped on the device keeping Dread alive. "Oops" dread was on the ground. He felt his life force draining quickly.

_Dear god,whatever I did to deserve this, I'm sorry._ Max thought to himself. Suddenly Dread (or Max rather) had a flash back.

"Max wake up. It's time for school" molly said to a young Max who was in bed.

"Five more minutes mom" young Max said- And normal Max said the same thing. Dread (mentally) was freaked out by this.

"What are you doing to me?!" Max said as he clutched his head.

"My memories" Dread said. _Wait, the bug's stinger had hit his palm-I think somehow I made a link!_ Max then punched Dread again.

"HOW ARE YOU DOING THIS!?" Max shouted.

"Simple: when you swapped our brains, you got all of my memories so you could pull off the deception better" Dread said. Max grabbed dread was ready to beat the crap out of him.

"So?"

"That's why you shouldn't have swapped brains with me" Dread continued. "What would you gain? Sure you'll be rid of Max Steel, but at a price: you become Max Steel" he said.

"WHAT?!" Max shouted.

"Think about it: by gaining my memoires, you suffered everything I suffered. You enjoyed everything I enjoyed. You're stuck with my memoires. My job. My friends. My whole freaking life" Dread said. Max dropped him. Max noticed dread was dying fast.

"Oh man, I didn't think this through!" Max said.

"It's too late now" Dread said weakly. "You wanted to live more. This is your chance. As Max steel, You can be a better man than Miles Dread. I hope you're happy" Dread said. He then closed his eyes. The lights on him faded. Max then realized something. Something terrible-miles dread was now dead!

"NO NO NO!" Max said "MAX!" Max said. He then started crying.

"What have I done?" Max said.

…

Back in the base, scarlet is still running from dread's fight. She ran right into Kat.

"Where are you going with that ultra-link?" Kat asked.

"None of your freakin business!" scarlet shouted.

"Oh really?" Kat punched her in the face, knocking scarlet unconscious.

"Thank you!" Steel said. Ferris carried an unconscious meltrix and an shut down vengeance.

"Hey Jeff, is the cell ready?" Ferris asked.

"Wait, dread was leading the attack! What happened to him?!" Max walked in while carrying dread's body.

"Is he alive?" Berto asked.

"No" Max said. "He's not"

"My god!" Ferris said.

**Ninjanicktf: relax! If you read the superior spider-man, then you know this is not the end for the Max we know and love! This is just the beginning! Tune in next chapter to find out what happens to our beloved hero! See you next time! This is ninjanicktf signing out, and as Stan Lee says, EXSELSEIOR!**


	8. Hero Or Menace?

Max is standing at Dread's grave.

_I did it._ Dread thought. _After one year of trying, I did it. I killed Max Steel. Yet something doesn't feel right. In order to defeat Max Steel, I became Max Steel. Good bye, Maxwell, but don't worry, you're not leaving this world to a villain. I promise to be better Max Steel than McGrath ever was. I hope to be a better person than Miles dread. I hope to be… A superior Max Steel!_ He threw some roses on the grave. _Good bye, old life, today I will start something new. _Steel came up to Max. They stared at dread's grave.

"Boy, I'm glad that dread's gone" Steel said.

"Me too" Max said.

"Do you think his death is going to come back and haunt us?" Steel asked.

"No way" Max then heard what sounded like police sirens. He looked at steel. They both nodded.

"GO TURBO!" meanwhile, at the science museum, two guys are carrying in a crate. They were hired to steal something by exstroyer. The crate was so heavy, it required to people to carry it.

"The Heck's in this?" one of the crooks said.

"Who cares? We need to get it in the truck, and drive off! Got it?" the other one said. He then pressed into his ear piece. "Grayson! Status!"

"All clear!" Grayson said. He saw some cops coming closer in the mirror. "You guys need to act fast, cops are coming this way!"

"Alright, what are you waiting for?! The cops will be here any minute!" one of the thieves said. They put the crate in the truck and took off. The two unnamed crooks started celebrating.

"Can you imagine how much Mr. Winters is going to be paying us?!" the other open said. "We'll be rich!"

"Mr. Winter is going to be so happy!" Grayson said. However they were put to a halt. They saw someone standing in the road.

"What gives?!" one of the crooks said. Grayson looked at the man.

"Hey buddy, are you trying to get run over?!" Grayson said. he looked closer.

"Aw shoot! It's Max Steel!" one of the crooks said. Max grabbed and threw the truck. It crashed on it's side. Grayson and the two crooks got up.

"What's going on?!" Grayson said. "Is the crate alright?!"

"Yep!" one of the crooks said

"Good" Grayson said.

"sir, you're bleeding!"

"I'll be fine, get the crate out of here!" Grayson shouted. Max walked in front of Grayson.

"what do you want?"

"I want to know what exactly you are stealing" Max said.

"Who knows?" Grayson said. "I was hired to steal it. It's problably animal DNA" Grayson then pulled out a pistol. So do the two crooks.

"FIRE!" Grayson shouted. They tried to shoot Max Steel. max saw all of the bullets come towards him.

"GO TURBO! SPEED" Max said. He rushed past all of the bullets. _How did Max deal with this?!_

"Kill 'im! Don't let him stop us!" one of the crooks said. One of them almost shot Max in the face. He barely missed max.

"Now you're just pissing me off" Max said as he kicked one of the crooks in the face. Grayson pulled out a second pistol.

"Oh my, two guns, so scary!" max said sarcastically.

"Wow max, you seem to have the situation under control" steel said. Grayson kept shooting but max ran and gave grayson an upper cut. Grayson fell on the ground. Max looked at what he had done.

"Wow, I'm already done here" Max said.

"Not quite" Steel said. Max punched the third crook in the gut before he could beat max over the head with a crowbar. Max then saw a bunch of cops come up. One of the cops got out of his car and walked up to Max.

"Good work there, Max Steel" he said.

"What do you want?" Max said.

"Uh, Max, I don't think that was nice" Steel said.

"Since when do I care about being nice?" Max said.

"I thought your mom wanted you to-"

"shut up" max said. "sorry, my drone is being a whiny jerk. Can I help you?"

"There a bank robbery going on downtown" the cop said. "Maybe you can-"

"No can do" Max said.

"why not? You just stopped these crooks!"

"I have a life!" max said right before he merged with steel and flew away. The cop scratched his head.

…

Later that night, Max tried to sleep. He couldn't because he had too much on his mind. Adapting to his new school, his new friend, it was a bit too much for dread. He fell did mangage to fall asleep though. He had some sort of night mare where he was standing there, and a ghost of max came and trourted him. max woke up, glad to know it was just a dream, and went back to sleep.

But somewhere, deep inside his head, a ghost formed. He appeared as a blue teenager. His hair was uncombed, his eyes were blue. He looked around and saw something shocking-it was max! The **real** max!

_What the—_max thought. _How am I still alive?! I should have died yesterday! In dread's body!_


	9. Troubled Mind

Max looked around. He had no idea how he was alive, or where he was. He turned around and something stringe- he saw himself and Steel linking up for the first time.

_I remember that day!_ Max thought. _But why would I see that?_ He kept walking and saw what looked like a kid that looked like him and a girl. She had blond hair, green eyes, and a nice tan. They were about seven, and playing in the sand box. Max then relised who that was-that was him and Keeah!

_That's the day I meet Keeah!_ He thought. _We were so young. Wait a mintue…_ he turned around and saw a mad scientist jump into a toxic pool… and come out as toxzon. He saw a giant worm thing come towards him, Steel, and Ferris. He saw a boy run away from some bullies on a bike. Max noticed something fimalir about all of these things-they were his memories! He thought for a bit, and reilsed something bigger!

_That's it!_ Max thought. _My memories! They are why I'm still alive! When that bug's stinger stabbed my hand, it made a link! Now I just need to regain my body… aw crap, dread still has control in my body, doesn't he? _He looked and saw Max walking down the street. Steel was with him. he tried calling steel.

_STEEL! _ Max thought. _STEEL!He can't hear one can, and maybe that's a good thing!_ He saw his hands. _Well, I'm a ghost now. Why couldn't it be like Danny phantom?!_ Meanwhile, on the outside, Max (dread) is walking when he hears an alarm. He sees it at the bank, and decides to take action.

"Alright, Steel, GO TURBO! SPEED!" Max said. he0 arrived at the bank. He sees three goons walking out with huge bags of money. Dread thought of something and came up with a strategy.

"Hey, where are you going with that?" Max asked.

"We were hired to get it, why you ask?" one of the goons said.

"Who cares?! KILL HIM!" one of the goons said as he smacked the first goon. They then pulled out some pistols. They started shooting at max. Max jumped and grabbed all of the bullets.

_I can't do that, can I? _Max thought.

"Do you think we killed him?"Max walked out of the gun fire and dropped all of the bullets.

"Nice try,fools" max said.

"Okay Max, we need to be careful with these guys." Steel said. "They look like they haven't been here that long maybe if we-" Max ignored Steel by grabbing a 2x4 and hitting one of the goons with it. The goon fell over. He dropped the 2x4 and saw anther crook coming. He then the other goon in the face. The last one saw what Max had done to the first two goons, and surrendered.

_Are you kidding me?!_ Max thought. _This is how you see yourself now, dread? As Max Steel?_

Max was about to leave when he saw a limo come closer to him. It stopped, and The mayor soon walked out of it. He walked towards max steel.

"What do you want?" Max said.

"I just wanna say, you foiled two major robberies in two days. I don't think you (or anyone else) have ever done something like that before" the mayor said. "Also I keep my money at this bank" he whispered. He put out his hand.

"Why should I shake your hand if I don't know who you are?" Max asked.

"Oh, sorry, I'm mayor jones" he said. Max rolled his eyes and shook his hand.

_So far, so good,_ Dread thought. _This is going to be easy._

_I swear dread,_ Max thought. _I will get my body back!_


	10. Dark, Part 1

Jason was looking through all of dread's old stuff. Now that dread had kicked the bucket, he decided tomake some money by selling off some of dread's tech.

"A real working light saber, ooh, this will go through the roof on eBay!" Jason said. "hm, I think max steel busted this gismo, but I guess I can strip this down for parts" Jason kept grabbing pieces and devices when he ran into something. He looked up, and saw the same renedration chamber max saw in chapter three.

"What's this?" he asked. He wiped off some of the text on top of the canister, and it read "Project dark" underneath it was text that read "super soldier"

"Oh, I almost forgot about that" Jason said. "This is the thing I was trying to get dread to use. The super solder. Pity he never got to use it" He opened the canister, and saw something that shocked him. The being in side it wore black clothing, had black hair, and looked like max.

"This is project dark?! A copy of max steel?! THIS IS THE THING DREAD WAS WORKING ON FOR 16 MONTHS?!" Jason said. He looked at the chamber project dark was in.

"hm, maybe the chamber would be a best seller on eBay-" the person inside of it opened his eyes and grabbed Jason's throat.

"What the-?!"

"Okay, weakling, where is my father?!" He shouted.

"You might have to be more specific, "my father" could be any one-" the super solider pulled out a blade.

"I'll ask again, where is my father, miles dread?!" he shouted.

"Well, you see, uh, he kinda-"

"Spit it out you moron!" The super solder said.

"Wow, you are a lot like your father was" Jason said.

"Was? As in DEAD?!" The super solder said as he threw Jason on the ground. Jason slid against the wall. The super solder grabbed a crow bar.

"Wait! I know our father didn't die of natural causes! He was murdered!" Jason said, trying to convince the super soldier not to kill him.

"You mean some one killed my father?" the super soldier said.

"Yes" Jason said. "I can tell you what-" the super solder punched the wall, much to Jason's shock.

"I will find the man who killed my father, and I will tear him apart!"

"That was kinda…dark" Jason said.

"Do you know where my father's killer remains?" the super soldier asked.

"Yes, in this city. He is known as max steel" he said. The super soldier formed what looked like wings on his back. He then flew up and busted into the roof. Jason was now terrified, but then focused back on his eBay to get his mind off what just happened.

"I will find you max steel" The super soldier said. "And when I'll do, it'll be the last thing you see!"

…

Max and Ann were sitting at a café. Ann had told max they were there because she just wanted to chat, but in reality, Ann wanted to interview him. she wanted to ask him about what had happened just two days ago at the school. Max sat down with a coffee.

"so, what did you want to talk to me about?" Max asked Ann.

"I just want to-wait, I thought you hated coffee!" Ann said.

"Maybe I changed my mind" Max thought.

_Or maybe it's not me, Ann!_ Max thought.

"You said it had a terrible smell" Ann said.

"So? I just block it out kinda I do with sharp-"

"And a terrible taste"

"Well, maybe it was just one brand made by some guy who doesn't know how to work a coffee machine" max said.

"You tried it twice and said if I ever made you try it again, you'll kill me" Ann said.

_Don't tempt me._ Dread thought. Max dropped some sugar cubes into his coffee ad stirred it. He then took a sip.

"You know, I think what you did to those crooks the other day was not really…you" Ann said.

_Oh no,_ dread thought. _She figured it out!_

_Oh yes,_ max thought. _She figured it out!_

"Is something wrong?" Ann asked.

"Uh, no, nothing's wrong" max said. "Wait, how do you know about me being max steel?"

"Remember, you changed right in front of me because you didn't know I was there?" ann said.

"Oh, right!" max said. He took another sip.

"Are you trying to pull over some publicity stunt?" Ann said.

"Acutely, what I'm trying to do is show the world how different I am!" Max said.

_I don't like where this is going!_ Max thought.

"What?" Ann asked.

"The same reason Mylie Cyrus swung nude on a wrecking ball. She didn't want to be seen as a cute little Disney girl anymore!"

_Oh, he had to bring that up, didn't he?_

"What are you saying?" Ann said.

"I'm saying that I don't want the world to see me as some sort of cute boy in a boy band anymore!"

"So you're going from max steel to the punisher?"

"YES!" Max shouted at Ann as he got up from his chair. Everyone stopped and stared at him. max quietly sat down.

"I thought I knew you" Ann said. She got up and walked away.

"Ann, wait-" max said. He grabbed Ann's armed and kissed her. Not on the check, or the nose, but in the lips.

_EW!_ Max thought as he covered his eyes. _Ann, please slap him!_

"I…I didn't know you felt that that way about me" Ann said.

_That was probably because I DON'T._ Max thought. Ann kissed him again.

_Please! STOP IT!_ Max heard someone scream and run past him. She was followed by three more people and a flying car? Max moved Ann out of the way right before the car hit the pavement. Max got Ann into an ally.

"Stay here" Max said. Ann nodded.

_Odd, max usually lets me help him. _Ann thought. Max got up and ran towards the fight.

_Thank you whatever that was for ending that for me!_ Max thought, grateful as heck.


	11. Dark, part 2

A few cops got out and shot at what threw the car. He managed to disintegrate the bullets with his mind.

"What the-?!" one of the cops said.

"Nothing will stop me from avenging my father" the man said. "NOTHING!" max ran to him.

"What's going on?" he asked one of the cops.

"This guy has been causing a ruckus. We can't seem to stop him!" One of the cops said. Max looked at the cops. He took one of their hand pistols and cocked it.

"This is loaded, right?" Max asked.

"Yes, but do have a license to use a weapon?" The cop said. "Because you look like a minor" max ignored them and fired it twice and shot the shoulder's wings. He then threw the gun back at one of the cops, hitting the cop on the head. He walked towards dark max.

"Okay, I shot down your wings, so now you're-" dark max levitated up and just laughed.

_Oh my goodness, he's worse than Megatron and vengta combined!_ Max thought.

_Odd, sounds like something I made._ Dread thought. He thought for a bit about what this could be. He then realized-revenge for his father, that amount of power-it was his super soldier!

"Okay, I don't know who you are, but I'm going to-"

"SILINCE!" the shoulder said as he punched max. "Nothing will interfere with my quest for vengeance!" max (dread) jumped to fight the soldier when the solder disappeared.

"Odd" max said. "He was just here a second ago" he looked around and didn't see him. he assumed the solider quit and ran away. So he was glad. Then he heard something. Max turned around and saw the solider punch him in the face. Max tried to fight back, but missed.

"What did I give this guy?!" Max said. Ann was watching from behind.

_He's fighting like max and looks like max!_ Ann thought. _He's almost like a dark max!_ max had to get up, but he was too injured.

"Why did I forget steel?" max said to himself. Dark max grabbed him by his hair.

"Where is max steel?" Dark max said. Max just spit in his face.

_Not a smart move!_ Max thought.

"How DARE YOU!" dark max said as he wiped it off. He kicked max in the ribs. "No one does that to me!" He threw max at a trash can. Dark max landed on the ground.

"You might as well just give up" Dark max said. "I will find and kill max steel as soon as I'm done with you!" Dark max was about to make a finishing move when he saw Ann. He pushed max out of the way and walked up to Ann.

"Hello" Dark max said Ann tried to run but dark max grabbed her shirt.

"LET GO!" Ann shouted. Dark max just laughed.

"For what? You don't have to go somewhere, do you?" Dark max said.

"LEAVE HER ALONE!" Max shouted as he tried to punch dark max. Dark max teleported away. Max max made a fist. He ran back to the apartment.

_You're not going back for Ann?_ Max said. _So you smacked lips with her and now you're going to leave her to die with that—_max found steel. steel got up and looked at him.

"You forgot me again" Steel said.

"I know, and we need to link up!" max said.

"What's the rush?" steel asked.

"No time to explain-GO TURBO! SPEED!" Max shouted.

_Oh, never mind then._ Max thought, regarding what he thought a few sentences ago. Max started running all across the city looking for Ann. He was terrified.

"ANN!" he repeatedly shouted. He had no luck and kept running.

_I created him, and this is what he gives me in return?! _Dread thought. _He kidnaps a girl I really care about?! I will find him and kill him!_


	12. Dark, Part 3

Dark max threw Ann on top of the roof top.

"What do you want with me?!" Ann asked.

"Simple: If I have a hostage as pretty as you, max steel defiantly will come and try to rescue you" dark max said. "Then I can kill him" He then laughed

"Wait, did you just flirt with me?" Ann asked.

"Kinda" Ann kicked him in a certain spot due to the fact she hated what he just said.

"Out of all of the people in my school or my life, you are the last person I would want to flirt with me!" Ann said.

"So you're playing hard to get, eh?" Dark Max said. "I can work with that" Max steel flew right behind him. Max tried to sneak up on dark max when dark max turned around and punched him.

"Nice try" Dark max said. He kicked max in the gut.

"This guy is mean!" Steel said.

"And he tried to flirt with me!" Ann said.

"Shut up!" Dark max said. Dark max then hit max with some sort of-I would say spell, but I don't think his powers are magical- max fell back a bit. Dread then had some sort of dream that max was also sucked into. When max came to, he got up and looked around.

"Where am I?" he asked himself. He saw what looked like an old house.

"Okay, there's a street lamp, an old house, a mail box that says-" max looked closer. "Dread?" max then saw someone run into the house. He was about six years old, and had a black eye. Max looked through the window and saw the boy lock the door. He also saw the boy run up stairs.

"Why would he lock the door?" max asked. Max then saw three guys come in and smash open the door with a baseball bat.

"Where is that retard?!" Their leader said. Max walked into the house.

"You know, that is considered vandalism!" max said. The kids ran right though him. "They can't see or hear me" max said himself. Max walked up the stairs.

"He's hiding in here somewhere! Find him!" one the kids shouted.

"I'm going to find miles and beat him to a pulp!" Another one said.

"Wait, dread, miles-am I in one of dread's memories?" Max asked. He walked up the stairs to three rooms. All of the doors were closed and locked. Max went through one door (because he's a ghost now he can walk through walls) and saw dread hiding behind a bed. Dread was crying. Max was shocked at what he saw when he heard the other kids bust in.

"Now where did that pipsqueak go?!" One of them shouted.

"How did dread's parents not notice their only son getting chased by a group of bullies?" Max asked. He then heard someone else walk in and shout "Who the hell broke my door?!"

"That is his dad?" Max asked himself.

"Oh crap, we need to retreat!" the bully said as soon as he heard dread's father. They all escaped through the window (by breaking it and jumping out)

"They have no respect for other people's property, do they?" max asked.

Back in the present, Dark Max walked up to Ann. Ann was shocked to see Max was just standing there.

"What did you do to him?!" she asked.

"Simple: a little trick I like to call an endless nightmare. And trust me, he won't be waking up anytime soon" Dark max said as he generated a blade.

"Dread thought of everything when he made you, didn't he?" Ann asked.

"How do you know who my father is?" Dark max said. "I thought the pretty ones were always dumb"

"Wow, you don't know the meaning of the word "nice", do you?" Ann said. She got up and punched evil max. She then managed to kick him, but no before he blocked it with his blade, causing Ann to break it.

"How were you even able to do that?!" Dark Max asked in shock when he saw what was left of his blade.

"My mom was a secret agent" She said. "And I want to follow in her footsteps" he grabbed dark max's arm and pulled it behind his back.

"Now, reverse whatever the heck you did to him!" Ann Said.

"Never!" Dark max said. Ann kicked him in the shin.

"I said reverse it! NOW!"

"OKAY!" dark max shouted. He snapped his fingers and max was brought back to the present.

"Okay, your bi-" Ann squeezed his arm, causing him even more pain. "Your **Girlfriend **made me release you from that trance"

"What?" max said.

_WHAT?! _Max thought, having also returned to the present.

"But doesn't mean I can't kill her!" he said he turned around and Ann just punched him in the face, causing him to fall off the building, and land on top of a mattress truck.

"FOOLS! You thought you could beat me, but you are WR-"Turns out it was a folding mattress truck.

_At this point I'm kinda expecting a giant robot to stomp on him._ Max thought. Max looked at Ann.

"Wow, I didn't know you had it in you" Max said.

"You wouldn't like me when I'm pissed" Ann said.

"But jennet pisses you off all the time. And I've never seen you go all hulk on-"

"He was REALLY pissing me off" Ann said.

"Oh" max said. N-Tek came and put dark max inside of their state of the art prison cells.

"You fools! You can't keep me here forever! I WILL BEAK OUT OF HERE! YOU HEAR ME?!"

"Good thing we made the cells sound proof" Kat said, walking away as dark max was rambling about something.


	13. The Monster

Seventeen years ago a science exseperment took place. The host (her name was jennet Shay) managed to create a special energy called she called "dragon flame" with this energy, she was unstoppable, and could generate weapons at will. However, instead of sharing her power with the government, she kept it a secret, especially since she was pregnant at the time. She was scared that they would do something to her child-to-be, so she never told anyone about the dragon flame.

Two years later, after the child was born, her parents called her keeah. However, jennet passed away in 2000. Her husband took care of the girl until he was killed by people looking for his daughter. She witnessed her father's death and ran. , Jennet never wrote down the formula, so since then have been trying to recreate the formula.

They recently have been successful in creating a new prototype. The test subject (his name is Cooper Cyrus) walked up to the scientist with a needle.

"This might sting a little" the scientist said as he injected the serum with the reworked dragon flame into cooper.. At first it looked like the serum did nothing.

"feel any different?" one of the scientists asked. Cooper shook his head no.

"Well then, back to the drawing-" then something happened. He got on the ground and clutched his chest.

"What's happening?!" one of the scincetists asked.

"I don't know!" another one said. Cooper's eyes turned orange. He soon had a long tongue (kind like venom's) and his nail grew sharp. His body soon started growing, and his mind was warped.

"WHAT DID YOU DO TO ME?!" cooper said in a deep voice.

"Look, I'm sure we can-" cooper punched the scientist out of the lab and attacked the base. A few men with guns came out and tried to shoot him, but he grabbed a table and blocked all of the bullets. He then threw the table at the men with guns.

…

Elsewhere in the city, mayor jones had all of his workers and government officials gathered on the same roof top.

"Mayor Jones, you better have a reason for us being here" one of the men said.

"Oh, I do" mayor jones said. "Behold, I Give you -" pulled off a sheet reliving a signal light.

"THE MAX STEEL SIGNAL!"

"You spent all that money on this?" another one of the men said.

"With this, if we need max steel, we can just use this!" He then tested it. It had what looked like steel in the center of a bright light. Mayor Jones was pleased.

"Are you sure about this?" the secretary asked.

"Yes" Mayor Jones said "it works for batman, doesn't it?"

"Sir, you do realize that Batman's a comic book character, right?" she replied. Max Steel flew towards the light.

"There he is!" Mayor Jones shouted. "It's working!"

"GO TURBO! BLASTER!" Max said. He turned into blaster mode and smashed the signal light, there by destroying it. He then turned back into base mode when mayor jones put his hands through his hair.

"Are you insane?!" the mayor asked. "That signal cost a LOT of money?! Why would you do that?!"

"Simple" Max said. "If you flashed that in the sky, some off the world's most dangerous villains would come here and find me, and maybe cause a few millions dollars of damage. And we wouldn't want that, now would we?"

"Oh, yeah, your right!" the mayor said. Max walked away when he soon heard some people screaming. He ran into the edge of the building.

"GO TURBO! FLIGHT!" he said as he jumped off and transformed into flight mode.

"What was that about?" the secretary asked. The mayor just shrugged, for he had no clue. Max landed on the ground and turned back into base mode.

_Okay, why are those people screaming? _Dread thought. He got up to a flying car trying to crush him. He jumped out of the way, and saw some sort of monster attack the city. The same monster from a few paragraphs before. He was big, gray, and he had long finger nails and spikes on his forearms.

_What is that thing?_ Dread thought. It came closer.

"Well, someone beefed up on steroids" Steel said, looking at the monster. "We need some sort of strategy here!"

"No doubt about it steel!" max said. "What do you want?!"

"**I WANT YOU!**" The monster came out and punched Max Steel in the face. He grabbed max steel and threw him into a dumpster. Max got out and saw the monster's hand turned into a sword.

_That's dragon flame energy!_ Max thought. _But there's no way that's Keeah! Unless…_

"Look, I don't care who you are, or what you want, I'm taking you down!" Max said. he tried to turn into strength mode when The monster just grabbed him.

"**Oh, I don't think you're going anywhere!**" the beast said. He threw Max Steel into a building. Max soon got up, even though he was now really weak.

"**I'm going to destroy you!**" the monster said.

"Why?" Steel said.

"**Because of you, they did this to me!**" the monster said. max (both real and dread) were confused.

"What are you talking about?" Max said.

"**They were about to give up trying to recreate dragon flame, but when they saw you, they tried again! I was their test subject, now look at me!"** the monster said. He grabbed Max Steel and slammed him on the ground "**I can never be whole again, forever mutated in to this beast!**" the grabbed Max Steel and threw him into the side of a wall. Max barely had any of the strength to get back up.

"**All of this and it's ALL YOUR FAUILT**!" hearing that, dread had a flash back. Max's ghost was taken along with it.

_Here we go again!_ Max thought as the entire area shifted randomly. It soon stopped at the random house from last chapter. Max then looked inside. This took place about three hours after the last flash back.

"What is wrong with you?!" The man screamed at the child as he slapped the kid.

_No wonder when those bullies attacked he didn't call his parents._ Max thought.

"Sorry, dad" he said, trying not to cry.

"Why do you think I'm going broke, miles?!" the man said. "Why did you run back into the house?! Now I have to pay for a new window and two new doors! Are you trying to ruin me?! At this rate, we'll be living in a cardboard box on the side of the road" he said in anger. "AND it'll be all your fault!"

_Looks like dread had an awful child hood. _Max said. Then dread came to the present. He clutched his hands in anger after being reminded about that day once again. The monster was about to finish off Max Steel.

"GO TURBO! STREAGTH!" Max shouted. Max then grabbed the monster and threw him into the three buildings. The monster tried to fight back with the sword, but max grabbed and hit agiast his shin, breaking it. The monster screech for a bit. It then tried to create a special mode but Max punched before it could. Max grabbed the monster and slammed him into the frozen aisle of a seven eleven (which scared the crap out of all of the people inside of it). Max grabbed a trash can and walked towards the monster.

"DON'T EVER REMIND ME OF THAT DAY!" Max shouted. The monster looked up. "Now I'll finish it!"

_NO! There's still someone in there!_ Max thought. Max was about to kill the monster when Max's ghost grabbed his arms. _STOP!_

_What the—_dread thought. _Why can't I move my arms?!_ Someone then shot a tranquillizing dart into the monster, therefore knocking him out. The cops came in and pointed guns at the monster. Then some people in hazmat suits came in and took the monster. One cut the monster's arm and let it's blood drip into a small container.

"What are you going to do to him?" Max asked when he saw the hazmat dude with the blood in the container.

"We're going to take a few blood Samples. Then we're going to see if there is a way to reverse what happened to the monster" one of them said. Max soon walked away, not noticing that someone was watching Max from a tree. She was wearing a black face mask and a hoodie so that no one would recognize her.

"This can't be Max," she said. "It just can't be" she then ran off before anyone saw her.


	14. Old Frenimy

Somewhere in queens, New York, a girl is popping popcorn. She and her ultra-link friend were going to be watching full house in a few munities.

"Come on! Full house will be on in a few minutes!" the ultralink in the other room shouted.

"Coming, Sil" she said. She got a bowl and put the popped popcorn in the bowl. She then sat down on the couch with the ultralink.

"Alright, what channel is it again?" Sil asked.

"I forgot" the girl said.

"Okay, I'll just flip though the channels" Sil said. She flew up to the remote and started flipping through the channels. Some of the thing she passed was the video for headlights, toy story, the fresh price of bell air, and many others. However, when it came to the news, the girl made Sil stop flipping.

"In other news, another attempt at recreating the dragon flame has gone unsuccessfully" the news caster said. footage was shown of the monster from last chapter.

"Why can't they see that they can never recreate dragon flame?" the girl said.

"This was the result: a freakish monster that almost destroyed copper canyon, California"

"No surprise there" Sil said. "Can I change the channel now?"

"Luckily, Max Steel managed to stop it" the news caster continued.

"See? I said he could handle things on his own!" the girl said. Sil rolled her eye.

"I can't believe we're missing full hose for this" Sil said.

"the fight went on for a while, and for a seound it seemed like max steel would lose. However, this was not the case as seen in this footage taken from the seven eleven security cam" the news caster said. The footage was Max beating down the monster from last chapter. The girl opened her mouth. She was shocked by what she saw.

"Keeah, is something wrong?" Sil asked.

"That's odd, Max would never do that" Keeah said, ignoring Sil.

"That's the fourth time he's used his new style" the news caster said.

"FORTH?!" Keeah said. She grabbed the remote and shut off the TV. "Come on Sil, we're going to copper canyon!"

"But what about full house?!"

"It'll be on tomorrow" the girl said. "GO DRACO! SKY!" they opened a window and flew out.

"Man, Keeah, do we have to meet Max?" Sil asked.

"Yes. I care about him" keeah asked. "why do you think I changed my last name to McGrath?"

"Because you liked that name?" Sil Ansered.

"No. he's like a brother to me and I want to figure out what's up with this "superior" behavior" Keeah said.

Meanwhile, at copper canyon, there is a break at the museum. Three guys are seen running out with huge bags of artifacts and throwing them into a truck.

"Tell us again WHY we're stealing these?" one of the crooks asked the boss.

"I want to make a cool evil look" their boss said. "Also, I just want some cool stuff on my desk"

"But you do realize meltrix could do this, right?" another crook said.

"Again, she was captured by N-tek, so she can't help me" their boss said. "And plus, Jason didn't return anymy calls. Jerk"

"Maybe because when he said no you called him fitity times!" one of the crooks said.

"That's mean!" someone then came up to the robbers. The crooks turned around and saw him.

"Aw crap! It's Max Steel!" one of the crooks said.

"Wait what?!" their boss said. He looked. He saw someone that looked like max steel. the only difference was that the person was ornage instead of blue and she was a girl.

"that's odd. I thought Max Steel was a guy" their boss said as she came closer.

"Oh, wait, it's not Max Steel" the crook said. "It's just some… OW!" the crook said as the woman made that say uncle pose with his arm.

"Where's Max Steel?" she asked.

"How should I know?" the crook said. "My boss over there just wanted some cool stuff!" She turned around. One brook ran behinf her with a two by four only for her to punch him in the face without looking.

"I guessing that darrikain can't find good help these days" she said.

"That's mean!" their boss (which is darrikan) said. Another criminal came with a shotgun behind keeah but she didn't notice him. He was about to fire when max came and hit the criminal in the crotch. She looked at max.

"Max! I'm so glad I found you!" Keeah said. Max was confused by this.

"Do I know you?" Max said.

_That's Keeah, you idiot!_ Max thought. _Since you are now "Max McGrath", you should know who she is!_

"You don't recognize me?" Keeah said. She took off her helmet. "it me, Keeah!"

"Look, I don't know who you are" Max said.

"Really? Did you hit your head or something?" Keeah asked.

"Look, I'm sorry but I don't have any clue on who you are!" Max said.

"Remember when we met? We were seven and I was your only friend?" Keeah asked.

"No"

"what about when you and I destroyed dread's device he was going to use to drain my dragon flame?" she asked. Dread suddenly remembered who she was, and as a result, he trid to kick Keeah, but Keeah blocks with her wrists.

"THE HECK, DUDE?!" Keeah said. Darrakan looked out from the truck.

"Um, guys, you know I'm still he-"

"SHUT UP!" they both shouted at darikkan. Max tied to punch Keeah, but she blocked. He tried again… she blocked. Every time he tried to hit her, she blocked. And out of anger, she kicked Max in the face, causing him to fall the ground. He stopped moving for a few seconds. Keeah, scared as heck that she might have killed him, ran to Max.

"Oh my, I'm sorry!" Keeah said as she went to Max. "Please tell me I didn't kill him"

"Nice try" he said as he got up while attempting to kick Keeah (like megatron in the 1986 transformers movie) before she moved out of the way. Meanwhile, behind a building, the same girl in the tree was watching the fight.

"Odd, Max and Keeah are friends" she said. "they'd never fight like that. That's another piece in this odd puzzle"

Back at the fight, Keeah generated a sword. She tried hitting Max with it but He kept jumping out of way.

"Max, are you forgetting—"

"Not now, Steel" Max said, interrupting him. "Okay Blondie, you don't know who you're messing with!"

"I thought you did" she said. "GO DRACO! SPEED!" she ran away every time he tried to punch her and she mangled to hit him quite a few times.

"Um guys, if you don't mind, I'm gonna make off with the sto-"

"STAY OUT OF THIS!" they both shouted a darrikkian.

"Okay, okay," darrikain said as he put his hands in a "whoa" stance.

_I don't know who this is, but she's not going down without a fight!_ Dread thought.

_I don't know what's gotten into him, but I'm going to kick his butt!_ Keeah thought.

_I can't believe I'm thinking this, but Keeah! KICK MY BUTT!_ Max thought.

The battle went on for a while. Somehow no one noticed the person behind the building was recording the whole fight.

"Max, I don't want to fight you!" Keeah said.

"I don't think he's getting the message, Keeah" Sil said.

"Me neither" Steel said. Sil then deattached herself from Keeah's chest. Keeah was about to strike Max when Sil got between them.

"You guys should stop fighting!" she said.

_Aw, I was watching the fight!_ Max thought. _BOO!_

"You've guys have been friends since you were seven!" Sil said. "I don't think friends-"

"Out of the way, drone!" Max said as he swatted away Sil. She ended up crashing into a wall.

_My gosh, that thing is Annoying!_ Dread thought. Keeah slapped him.

"Max, what is wrong with you?!" she asked.

"That thing was annoying me!" he said. "She deserved it, if you ask me!"

"I'm okay!" Sil said.

"Max, she was probably the only other non-hostile ultralink!" Steel said.

_What was an ultralink again?_ Dread thought. "WHO CARES?!

"First you beat the heck out of a 16 year old girl, then you almost kill two criminals, then, you tried to beat me?" Keeah said. She slapped him again.

"I can't believe you! You made me miss full house for this?!" she was heavily resisting punching him.

_Oooh, if I had some ghost popcorn, this would be perfect! _Max thought.

"I always thought of you as the brother I wish I had" she continued.

_Wait, she never told me that!_ Max thought.

"Now I don't even know who you are anymore!" Sil came to Keeah. "Let's go Sil, we need to find a sample of that fake dragon flame energy" she then ran off.

**_OH HO! BURN!_** Max thought.

"What was that all about?" Max said. Steel looked at him with an angry expression, but max didn't notice. The girl behind the building soon stopped recording and then she then walked off.


	15. Shift Into Turboix, Part 1

Somewhere in copper canyon, a scientist was writing down notes in his note book. He was expecting to talk to his boss about the blood sample they got from the monster a few chapters ago, but he was not expecting to run into keeah. Keeah grabbed him and slammed him into a wall.

"Where is it?" Keeah asked.

"Where is what?" the scientist said.

"The blood Sample with the dragon flame in it!"

"Look it's dangerous and top secret, so we don't let anyone-" Keeah formed her sword. "er- I'll take you to it"

"Good" Keeah said. _Good to know that my way of getting what I want still hasn't changed._ They go into the room and see where the blood Sample should have been. however, it wasn't there!

"I thought you said it was here" Keeah said, not too happy.

"It was. I don't know what's happened to it!" the scientist said. Keeah was about to try to get him to talk when a strange girl walked in. she was wearing a hoodie, and a black face mask. It was the at Keeah's fight.

"Sir, it was stolen" she said.

"Really? Who stole it?" Keeah asked.

"I didn't see him. I just came to check up on it and noticed it was missing" the girl in the hoodie said.

"Who would want to steal it?" Keeah asked.

"I don't know, but I have my guesses" The girl said. She jumped up towards a window and was about to leave when Keeah stopped her.

"Who are you?" Keeah asked as she cupped her hands around her mouth.

"You already know me" the girl in the hoodie said. She then went out the window.

…

At the high school, Ann was talking to Jackson. She showed him some odd footage of max steel. Jackson was still angry about the fight way back in chapter 4.

"Weird. Max and Keeah have been friends for years!" Jackson said while he was watching the tape. Max soon walked in and saw the footage.

"Where did you get that footage?" Max asked Ann.

"I have my ways" Ann said.

"Have you been spying on me?" Max asked.

"No" Ann asked. Max just kissed her.

_Oh god, please make it stop!_ Max thought. Kirby had walked up to max.

"Since when do you smack lips with Ann?" Kirby asked.

"Since about a week ago" Max said.

"I'm guessing I just can't stop loving her" Max said.

"Wasn't that one of Michael Jackson's songs?" Ann said. "I just can't stop loving you?"

"Uh, yeah" Max said.

"Odd. I thought you were more of a skrillix type guy" Ann said. Max was about to respond, but then he herd: Said You Wanna Be Startin' Somethin'

You Got To Be Startin' Somethin'

I Said You WAnna Be Startin' Somethin'

You Got To Be Startin' Somethin'

It's Too High To Get Over (Yeah, Yeah)

Too Low To Get Under (Yeah, Yeah)

You're Stuck in the Middle (Yeah, Yeah)

And The Pain Is Thunder (Yeah, Yeah)

"Oh I changed my ring tone" Max said as he pulled his phone out of his pocket.

_If I ever get my body back, I'm changing that ring tone! _Max thought. Max picked up the phone.

"Hello?" he said. He looked confused. "Okay, I'll be right there" right when Max hung up, Ann's phone rang. (Her ring tone is somewhere I belong) She picked up.

"Hello? Yeah Sam, I'm at school. You want me to come home? Uh, okay" she said. She then left before max did.

_If I didn't know better, I'd say she was faking that call._ Max thought. _And how much does she love that song?!_ Max then walked into the bath room.

"GO TURBO!" Max said as steel linked up with him. max juped out and rushed to the site.

_What's the problem?_ Max thought. _A ultralink ship was found? A attack? What? _Max rushed towards down town. When he finally got there, he didn't see anything but six girls in odd clothing.

_WHAT. THE. HECK?_ Dread thought.

"What is this? An obscure Power Rangers fan convention?" Max said.

"There's nothing I know about these guys-er, gals" Steel said.

_They just look like regular people._ Max thought. One of them turned around and saw.

"OH MY GOD IT'S MAX STEEL!" one of them said. They all ran towards Max Steel.

_What are they, fan girls?! _Max thought.

"Um…hello?" Max said.

"It's so awesome to finally meet a superhero like we are!" one of the girls said. "I'm Randessa, this is Anna, this is Stella, and this is terra, this is Franny, and this is Jenna!"

_Superheroes?_ Max thought. _They look like some of the girls I see every day at school!_


	16. Shift into Turbiox, Part 2

"Wow, it's nice to meet all of you" Max said. Rendessa walked up to Max.

"You know, I bet you look very handsome under that mask" she said.

_Wow, I don't know if I should be pleased or scared_ Max thought.

"I can't believe we finally get to meet you!" Terra said. Both dread and Max were confused. Nothing like this would have ever happen to them before.

"Are you fans?" Max said, in hopes they will clear things up. Randessa looked a bit upset.

"No. We're super heroes. We look up to you as a role model" Rendessa said. "It's so cool that we finally get to meet a real super hero!" before Max could respond there was an explosion at the bank.

"Always a bank" steel said. They looked and saw someone in a high tech armor came out of the smoke.

_I designed that armor! _Dread thought.

"Hey buddy, where did you get that armor?!" max asked.

"Some dude sold it to me on eBay!" The man said.

_NAUGHT!_ Dread thought.

"Stay back, Max Steel" Stella said. "SHIFT INTO TURBOIX!" max (both dread and real) was surprised at what they had seen. Giant wings formed on their backs. Neat little dresses formed on their bodies. They looked like superheroes, who then posed a bit like either power rangers or sailor moon.

"So they are obscure power rangers fans" Max said. They rushed into battle with the manin the high tech suit. Rendessa used her power to knock the stolen cash out of the crook's hand.

_Odd,_ Dread thought. _Their power is like the same as the girl I fought yesterday_.

_That looks like dragon flame!_ Max thought. _But I thought Keeah was the only one who had it!_ Max rushed towards the robber. He pushed Franny out of the way.

_I'm so going to kill naught for selling my tech!_ Dread thought. Max pushed then three more of the girls out of the way, which angered the real max.

_How rude!_ Max thought. Rendessa and Terra were fighting the high tech crook. Terra was trying to use her magic to hack his tech (since her powers were technology based). Before she could hack it, they noticed the criminal was about to crush them. They flew out of the way right before he could.

"Are you sure that you can hack his systems, Terra?" Rendessa asked.

"I think so" Terra said. "If I try" she tried again.

_I don't even know who these people are, _dread thought._But there not going to hack MY tech!_ Meanwhile someone was watching the fight. It was the same girl in the hoodie. She was quietly singing breaking the habit by Linkin Park to herself as she pushed the record button on her camera.

"Let's see if he beats anyone with a 2x4 in this battle" she said to herself.

Back at the fight, the turboix are all winning against the high tech robber.

"You guys are huge pains!" the criminal said as he generated three shotguns. He couldn't shoot any of the turboix because ether got out of the way or used their dragon flame to get rid of the bullets. Terra managed to grab the bullets and try to hack the tech at the same time.

"I'm almost done with the hacking job!" Terra said before Max stopped her.

"You need to stop!" Max said.

"Max Steel, I can handle this" Terra said.

"No you can't!" max said.

"What makes you think so?" dread was too busy thinking of an excuse that he didn't notice that the criminal was about to smash both of them. Stella got them both out of the way before he could kill them. They both got up and dusted themselves off.

"Look, I don't want you hacking my-er, dread's tech!" Max said.

"Why can't I?" Terra said.

"Um, it's too dangerous!" Max said, as dread thought of the first thing that came to mind.

"So what? I bet I could hack ultron's tech!" Terra said. Max was about to respond when the criminal punched him into the wall. Steel went flying in the other direction.

"So that's the way you want to play" Max said as he got up.

_Dread, what are you doing_? Max thought when he noticed the tone of that sentence. You couldn't see it, but Max was bleeding from his lower lip. He ran to the robber and pushed Anna and Stella out of the way. They landed on the side walk, which really hurt them.

"OW!" Stella said as she rubbed her butt. The robber tried to smash Max, but he just sucker punched him. That sucker punch was so powerful, that it smashed the faceplate of the armor. Max picked the robber up when he saw the face of the robber. He was shocked by the robber's face.

"No way" Max said. Then Dread had another flash back.

_Here we go again!_ Max thought.


	17. Shift Into Turbiox Part 3

In a school, a ten year old dread was walking down the hall. Suddenly an eleven year old kid came up to him and pushed him over. Dread's glasses fell off his face.

"Hey loser! Where's my lunch money?!" the eleven year old said.

"Look Drake, I don't really have it-" dread said. Drake didn't care and just punched him.

"What do you mean you don't have it, retard?!" drake said. dread tried looking for his glasses when Drake then stepped on them, which crushed them. Dread was shocked.

"Oops" drake said. He then kicked dread. Dread started crying, but drake was laughing. "Suck it up, four eyes" drake walked away.

_Can I change this?_ Max thought. _Can I come in and make things right? Is that even possible? Then again, I'm probably like scrooge._

"One day, you'll pay" dread said as drake walked away. Dread then flashed to the present. What triggered this memory was the robber.

"Drake?" Max said. _I can't believe this!_ Dread thought.

"How do you know my name?" drake said as he looked up.

"Uh, Max-" Rendessa said.

"Shut up" Max said. He just grinned. He had an EVIL grin.

_Now I can get revenge for all of that crap you put me through, drake_. Dread said. Drake got up, but only for max to punch him in the face. Drake tried to retaliate by crushing max, but max just kicked him in the crotch. He punched drake in the stomach. He kept beating drake.

"Since when does Max Steel do that?" Stella asked. Rendessa then ran up to Max and grabbed his hand as he was about to make a moving blow.

"Max Steel, what was that for?!" Rendessa said.

"Get lost!" Max said as he shoved her aside. He looked and saw drake running (more like limping) away.

"Uh Max, I don't think that was the kindest-"

"Shut up Steel" Max said. "this criminal deserves what's coming to him" Max said. he ran up to drake when Rendessa shot him in in the back with her magic. Max turned around.

"I don't know what you're going to do to that criminal, but I'm going to try to stop you!" Rendessa said.

"You couldn't even stop a YouTube video" Max said right before he laughed. Rendessa tried to punch Max, but he got out of the way. Anna tried to shoot Max with a blast of energy but he just got out of the way. He swept kick Jenna and threw a parking meter at Franny. Franny got out of the way, but Jenna was not a good jumper. Max looked at the four turboix on the ground.

"You couldn't even a tree if you were standing right in front of it!" Max said. Terra tried throwing some metal disks at Max. but before she could strike him, Rendessa stopped her with her magic.

"We're not killing him!" Rendessa said.

"What for? He almost killed Franny and he wants to kill us!" Terra said.

"This has to do with your crush on him, doesn't it?" Anna said. max turned around.

_This went from cool to creepy fast_. Max said.

"Uh, what?" the girl hiding said. She lucky that no one heard her, and that she noticed that drake was trying to get away. Being the Kim Possible she is, the girl hacked his armor causing it to shut down.

"I'll send you to prison later" The girl said. Back at Max, Stella used her weapons to try to strike Max, but instead, he pushed her out of the way before she could attack him.

"Rendessa! We need you to help us!" Terra said. as she was trying to fight max.

"But I don't want to fight him!" Rendessa said.

_Fight him darn it!_ Max thought_. I want to see dread get his butt kicked by a few girls!_

"I don't think you have a choice" Terra said as Anna flew into a building behind her. Rendessa was about to argue but she didn't know what to say. She then realized what she had to do.

"Okay…" Rendessa said. She then tried to perform a spell.

_Well that's new._ Max thought. I don't think Keeah could do that. She then shot it and it hit Max causing him to fall to the ground. He got up, he saw that drake was gone and all of the turboix were standing in front of him, clearly pissed.

"Crap" Max said. Dread just could not believe that he got his butt handed to him by some power rangers wannabes.

"You're not Max Steel" she said. "I don't know who you are" she then threw what looked like a smoke bomb and disappeared. As did the rest of the group.

"Well, you've been ticking a lot of people off recently"

"They weren't worth my time any way" Max said as he walked away.

…

The girl snook into a house and put her footage in her computer. She watched a lot of it as she watched it, and she analyzed it. She stared thinking out loud.

"Let's see… aggressive behavior, acting like he and Keeah never met, that evil laugh when I showed him one of Jimmy Fallon's hashtags segments" she said. "And this all started happening hours before dread died. That means… NO FRICKIN WAY" she said.

"This whole time-it was dread in max's body!" She said. "Oh my god, I made out with a supervillain!" she then heard someone knocking on her door. She closed her computer and took off her shoes and hoodie and wiped off the facemask. She also put on her Meteora cd.

"Come in" she said. Her sister came in.

"Hey Ann, can you turn down whatever the hell your watching?" she said. "I can't hear the TV"

"Just watching random videos, Sam" Ann said. "Also dad's not gonna like you using that type of language"

"Whatever" Sam said as she went back to the south park episode she was watching. Ann sighed.

"That was too close" Ann said. She then turned up the radio. "I love this part!"


	18. High Voltage, part 1

Max was sitting in his apartment. He was watching breaking bad while eating some popcorn.

"Uh, max, I thought your mom said you couldn't watch breaking bad" Steel said.

"Dude, I'm seventeen! I don't need to listen to that over protective woman anymore" Max said.

"Are you sure?" Steel asked. "Because I thought eighteen was when you could o things like that" Steel said.

"Not in my book" Max said. Steel kept talking when max just turned up the volume. Max then heard knocking at the door so He paused the show and walked to the door. He opened it up and saw Ann.

"Oh hey Ann" Max said. "What are you doing here?"

_Other than to make me want to barf._ Max thought.

"I have to talk to you" She said.

"Sure, what is it?"

"I appreciate everything you've done for me, but I don't think this is going to work o-ARE YOU DRINKING BEER?!" she said when he drank something in a can.

"No, it's an energy drink" max said.

"Oh" Ann said. "Anyway, I think we should break up" when max heard this, he crushed the can by squeezing it.

"What? Why?" max asked.

"Being in a relationship is nice and all, but I think we should just be friends" Ann said.

"This is so sudden, why do you want to do this now?" Max asked.

"Well, I thought about it, and while I enjoyed that kiss, I don't want to take it to the next level" she said. If you're smart, then you now she's lying about that, and you know the real reason she wants to break up with him.

"But, I thought-"

"I'm sorry" Ann said. She then left. Max was left heartbroken.

_The first girl I wanted to date since high school, and she dumps me._ Dread thought.

_Odd, I've known Ann long enough to know that she's lying._ Max thought. Max sat down on the couch and resumed braking bad.

…

Another attempt to recreate the dragon flame was going on. The scientists believed they saw the flaw last time, so they are going to try to do better this time. Another test subject came up to the lab. Her name was Isabella Lopez.

"What happened to cooper isn't going to happen to me, right?" she asked.

"Of course not" one of the scientists said. "I hope" they injected her with the serum. She looked and saw nothing happened to her.

"Feel any different?" the scientist asked. He was hoping nothing too major was going to happen, and by the looks of it, nothing did.

"Well that sucked" Isabella said. She kept walking when she felt something. Something like electricity.

"Is everything alri-" the scientist touched her arm and got electrocuted.

"Why is that happening?" someone said in a panicked tone.

"She was the technician. Maybe since she was exposed to electricity a lot, it causing to become a female electro!" everyone stared at that scientist. "My kid is a huge spider-man fan" she looked at her hands and saw them turn yellow and readily spark. She also clutched her head in pain.

"What's happening to me?!" she asked as she caused to power to keep flickering on and off right before she shorted out the power. She left the base in anger.

"This is not good" the scientist said.

…

Keeah was sitting on top of a building with Sil.

"Is something bothering you?" Sil asked.

"Max" she said.

"I thought you told that jerk off!" Sil said.

"I was angry. I just was too angry at him" Keeah said. "I don't know what got into him"

"In my opinion, you should paint his suit pink" Sil said.

"I already did that once" Keeah asked.

"Oh" Sil said. She thought for a moment. "Maybe he's-"

"I'm sure it's not the same thing as Miley, Sil" Keeah said. She got up.

"Well, I think we should have some fun. Want to see age of extinction?" sil asked.

"I heard great things about that movie, so sure!" Keeah said. However, she noticed half the power flickering on and off in the city.

"Odd" Keeah said. Thinking on how max's new "Bad Boy" behavior might result in him staying home and watching breaking bad all day, keeah decided to check this out herself. What she saw was Isabella lopes, and she looked like her skin was yellow, her eyes were soulless white, she looked like she was wearing a sports bra and sweat pants.

"Who the heck is this?" Keeah asked herself.

"She must be new, because I don't have any info on her" Sil said.

"You look like another dragon flame energy test subject" Isabella randomly said.

"Holy crap" Keeah said. "Why can't those idiots ever learn?"

Meanwhile in max's apartment, he was in the middle of a really suspenseful episode of breaking bad when his power goes out.

"The heck?!" he asked. Steel saw him and flew closer.

"Something tells me that this is no normal power outage" Steel said.

"What makes you think that?" Max asked.

"Because half of the city is losing power" Steel said.

"we need to stop whoever is behind this!" max said. "GO TURBO!"


	19. High Voltage, part 2

"Look, I also have dragon flame, and I'm sure there is a way to reverse this!"keeah said to Isabella, but she was not listening.

"Listen to me; I can try to help you reverse this!"

"I hurt everyone I touch, and I don't think anyone can help me"

"Look, you need to get somewhere safe until you can learn to control your powers" Keeah said.

"There is nowhere safe for me" right when Bella said that, max steel came up in flight mode.

"So what super powered freak is trying to destroy the city this time?" Max asked.

"Max get out of here" Keeah said.

"Not you again!" Max said as soon as he heard keeah.

"Look, I don't know what's with this "who are you" non-sense, but I can handle this!" Keeah said.

"And I should listen to you why?" max asked.

"Max she is very unstable! If I can get here somewhere safe-" Isabella said her hands on her head and screamed "STOP!" as she shot out all of the power in the city. In her house, Ann was listening to Shakira and painting her nails when her power went out. She was confused by this, and her whole room was dark.

"Sam, did dad forget to pay the power bill this month?" Ann asked.

"I don't know, but I was in the middle of a really funny south park episode. I'll ask him when he comes back in about a week" Ann thought about for the minute, and noticed that all of the other houses in her neighborhood were missing power. She made sure no one was looking and put on a special suit.

"I can't find any flash lights!" Sam shouted. Ann put in an ear piece when she heard this, and said "keep looking when she jumped out of the window. She also ran down the street when she picked up her phone.

"Kim, this is Ann, all of the houses in my neighborhood are losing electricity!" she shouted on the phone.

"Forget your neighborhood, all of the power in the city went out!" Kim said on the phone. Ann shot a grappling hook at the entrance and landed on top of a car.

"What do you mean the whole city?!" Ann asked.

"Look!" Ann saw all of the buildings, but they were dark. Dark like she almost could see them. She put on some night vision goggles and went into the city.

"I'm getting a reading that there is a huge amount of power coming form-" Ann looked up and saw Isabella fly past.

"Kim, I'm going to have to call you back" Ann said. Keeah flew after her.

_I want to help her, and I bet max wants to kill her! _Keeah thought. She then had some sort of vision. The vision had her in a room. She sees the fight she had with max a few chapters ago, but max was a puppet controlled by dread. But there also was max and he punched dread, and tried to get control of the puppet. She had no idea what this meant. Someone repeatedly said her name is what got her back into the present.

"Sorry, sil, I had my mind elsewhere" keeah said. She also noticed that she lost Isabella.

"Well that's great" Sil said. Max flew up to her.

"Three people got killed in this blackout!" max shouted at keeah.

"I don't know what your problem is, but I can't let you kill an innocent person!" Keeah said.

"Oh really?" max asked.

Meanwhile, Isabella walks into an apartment. She felt like it was the only place where she could be safe and couldn't kill anybody. Someone walked into the apartment.

"Isabella, what are you doing here?" he asked.

"Slick, you need to get out of here" she said. He walked closer to her. He was 5 ft 8, and had black hier and had five piercings in his mouth.

"Look baby, I know that you dad didn't like me, but he's dead now" he said. "so how about we smack lips one more time"

"No, you need to get away from me" she said. He got closer to her. He then tried to kiss her, but his piercings caused him to get electrocuted to the point where he got killed. She saw that and started crying. She didn't notice that her hand was on a few papers which started a fire. Keeah was arguing with max when she saw the building go up in flames. She flew away.

"You better run!" max shouted right before he saw the fire. "Oh crap" he flew through the fire.

…

I noticed we didn't talk about the real max in a while. He is in dread's head, thinking about how everything that has happened thus far.

"So now two of my best friends hate me, I almost killed a few people, and now six hot girls who looked up to me want to kill me" max said to himself. "I need to get my body back. NOW" he said.

"But how? There's got to be a way" He heard something from the outside. He decided to come out and he saw a burning building. Max was in it and looking for Isabella.

_How long was I day dreaming?! _Max thought.


	20. High Voltage, part 3

**NOTE: a good song to play here is Forgotten, by linkin park.**

Keeah looked through the fire and saw Isabella. She walked up to her.

"Isabella! If you come with me, I can help you get back to normal!" Keeah shouted. Elsewhere, Ann ran to the building to see it go up in flames. She ran to the door but it wouldn't open because of all the debris in front of it.

"Okay, I'm going to need to think of some way to get up-" right when she said that, she saw some debris fall from the room where the fire started.

"Bingo" she said. She jumped on top of all of the debris bits until she got on top. She took off her goggles and put on an air mask so she wouldn't breathe in any of the smoke. She ran to the stairs and rushed up until some more debris fell on the ground.

"Time for plan B" she said as she got up using her grappling hook. She got on the floor she needed, but she saw Keeah there. She also saw max, so she hid.

"Can't let either of them know I'm here" Ann said. Max walked in with a shot gun (where he got it is anyone's guess) he cocked it and pointed it at Isabella.

"Max, what are you doing?!" Keeah asked.

"She caused three-" he saw a skeleton (which was left of slick) "Four people's deaths, and wiped out the entire cities power!"

"She is an innocent person who doesn't have any control over her powers!" Keeah said.

"She has to die!" max said. He was about to pull the trigger when keeah threw sil (like Serena's tiara boomerang attack in sailor moon) at max's hand.

"I want her to live" keeah said. Max ran up to her and tried to punch her, but she ducked. While they were fighting, Ann called someone.

"Chase, can your squad come?" she said. "There is a girl who can't control her powers and needs your help. Thanks" she hung up. She has known chase for a while now, and was good friends with him. He's 25 and she's only 17, so you see why there were not ROMANTICLY involved. Max and keeah continued the fight.

_They can't fight here!_ Max thought. _He's going to tear down the place!_

"What did you say?" keeah asked.

"I didn't say anything" Max said. They kept fighting. Ann saw that chase and trance (his sister) were coming so she was about to leave, then max came crashing through the wall.

_What's ann doing here?_ Dread thought. Keeah came in and tried to punch him.

"Max, I don't want to fight you!" she said.

"Odd, because I do!" max said. back at Isabella, chase came in from a ladder and held out his hand.

"Okay, I'm wearing shock proof gloves. I need you to come with me" he said. "My friend fuse is smart, he can find a way to reverse this!" Chase saw in her eyes that she was terrified.

"I can help you control your powers" chase said. Isabella grabbed his hand and got on. Chase gave fuse a signal and they left. Ann jumped out of a window and opened a glider and flew out.

Keeah kicked max into a corner.

"I don't know why you would want to kill her, but it isn't the max I know" keeah said.

"That max is gone!" max shouted.

_Um, I'm right here._ Max thought. Keeah heard something that sounded like what the real max just said. keeah was so confused, she left. She used her dragon flame to sense his aura (like bridge in Power Rangers SPD) and saw a second max with his normal hair style behind him.

"No way" keeah said. She just flew off. Right when she did, the power came back on.


	21. Mercy, part 1

Max went to school the next day. He met up with randessa. Dread thought of this as the perfect oppertunty to try dating again after Ann dumped him. He also thought his was a good opportunity because she didn't know that max steel was max.

"Oh hey max" rendessa asked.

"Hey rendessa" max said.

"You know, I'm free this Saturday" rendessa said.

"Sure, I'll see you at the park" max said.

_Wow._ Max thought. _It's almost like dread had a few girlfriends in high school._ Max soon walked further and saw Sydney.

"Hey max, do you want to hang out later?" Sydney asked.

"No" Max said.

"What?" Sydney said. "Why not?"

"I have other plans" max said. Sydney just shrugged and walked away.

_I would have said yes._ Max thought. _But you're not like me dread._

On Saturday, max and rendessa walk down the street together. Max was talking about one of his friends (which actually dread made up) when rendessa didn't care and just kissed him.

_This is what I wanted. _Dread thought.

_This is not what I wanted._ Max thought. _She's hot and all, but I like Sydney better. _Max then heard some strange noise. He saw a group of people walking down the street. And they did not look friendly.

"You need to go" max said. Rendessa just ran behind a building for her protection. (Or at least to hide her identity because she doesn't know that max is max steel)

"GO TURBO!" Max shouted. He ran tworads the crowd and saw who was making all the noise. He looked around he saw Jason and a partner.

_Ah, Naught._ Dread thought. _What an unpleasant surprise._

"Who's your little buddy, Jason?" Max asked.

"This is gravity" Jason said. "He's pretty power full. He almost wiped out an entire country"

"That's so like you Jason" Max said. "You're so much of a wimp that you always hide behind the big kid"

"What?!" Jason said. "Hold back gravity"

"But you hired me to-"

"Change of plans. I'll take down Max Steel"

"I don't think that you beating max steel is even possible" Gravity said.

"Oh really, are you going to steal or sell more of dread's tech?" Max said.

"Wha—how do you know?!" Jason said in shock.

"I have my ways" Max said. at this point, Jason was so angry that he tried to fight Max. But Max just pushed his face forward (kinds like in the fight scene in space balls with Lonestar and dark helmet) he then pushed Jason on the ground.

"ow" Jason said as he got back up. He jumed up and tried to hit back but Max gave him an upper cut.

"Give up yet?" max asked Jason as he wiped away some blood.

"Okay, I don't know when you started that, Max Steel, but I'm ending it!" Jason said. He rushed towards Max, but Max just punched him in the face.

"How pathetic" Max said. He was about to kick Jason when some high tech goons arrived. Max looked at them and noticed something about them.

_They all have my tech!_ Dread thought.

"Oh, I'm glad you're here!" Jason said. "I order you to kill Max Steel!"

_Naught, you're not going to leave this battle alive._


	22. Mercy, Part 2

The crooks soon advanced towards max. They all had weapons (light saber knock offs, blasters, ect.) and were ready to take on max steel. Max fought them and brutally beat them. Some fell to the ground with their face guard cracked, and other were really injured. One was kicked in the-um- groin. Jason saw all of them fall one by one, much to his shock.

"Uh, that was scary" Jason said as he looked at all of the crooks on the ground. Meanwhile, N-Tek soon arrived to aid max after getting wind about the fight.

"Okay, where's Max?" Ferris said. "I could have sworn-" suddenly, something threw him into a wall. Kat pulled out a gun and saw who was coming. It was gravity.

"Oh hello, N-Tek" gravity said. kit lowered her pistol.

"Blake?" Kat asked.

"Don't you remember, Kat? Because of you and Jose-" (pronounced ho-say)

"My name is Berto"

"SHUT UP!" gravity said. "Because of you I'm stuck with these powers! And I want revenge!" he said.

"Look, I had no idea that it would do that to yo-" Berto said before gravity threw CYTRO at him. he ducked, but it hit the aircraft instead. Ferris just noticed it while getting up.

"You did not just hit my air craft!" Ferris said as he cocked a shot gun. "We're taking you down!"

"Oh really? Let's see you try" gravity said as he telepathically grabbed objects (mailboxes, trash cans, cars, ect.) and threw them at N-Tek.

"HIT THE DIRT!" Ferris said as he and the rest of N-Tek jumped on the ground. Some N-Tek guards didn't duck in time and got hit in the face by these things. Ferris looked at them and saw the dead troops.

"Not #34! He was my favorite" Ferris said. He tried to shot gravity but gravity blocked the bullets with his telepathy.

Back at Jason and Max, Jason, after seeing the either dead or unconchus crooks, soon tried to attack Max Steel. He grabbed the weapon of one of the unconscious crooks and tried to hit Max Steel with it. However, Max just grabbed it and broke it in half. He then grabbed a parking meter and hit Jason with it. The real max saw what was going on.

_I don't like where this is going!_ Max thought.

"It's so weird" Jason said as he wiped away some blood. "You never hit me like that before"

"Yeah Max" Steel said.

"Shut up" Max said. "You deserve what's coming to you"

"What do you mean by that?" Jason said.

"All of the times you betrayed dread, the tech you stole from him, all of the times you tried to destroy this city… It needs to stop" Max said. "Permanently"

"Max you're going to—kill him?!" Steel said.

"That's the plan!" Meanwhile, gravity fought Kat and Ferris. They ended up hiding behind a building, coming out every so often to shoot.

"How tough is this guy?!" Kat said.

"Remember? I accidentally warped all of his molecules giving him those powers" Berto said.

"oh" Kat said. She came out and shot him in the hand. He clutched it and fell over to the ground. Ferris then cuffed him and took him into the aircraft.

"That was easy" Ferris said.

"Almost too easy" Kat said. Back at Jason, Max walks up to him with a car.

"I'm going to do something I should have done a long time ago" Max said he was about to kill Jason. Jason closed his eyes. The real max noticed this, and did the only thing he could.

_STOP!_ Max's thoughts shouted. Dread soon no longer had control of Max's arms, for the real max was grabbing his arms. Jason opened his eyes and saw he was still alive.

What was that? Dread thought.

Did… did he hear me? Max thought. Jason left as he saw max was confused.

"Max…" Steel said.

"I heard something… in the back of my head" Max said.

"Uh, okay" Steel said. Soon the rest of N-Tek came and saw the crooks on the ground. They were all shocked.

"What did you do, Max?" Kat said as she saw one bleeding. A crowd soon came as he saw Kat arrive.

"My god" one of the girls in the crowd said. Max recognized the voice-it was rendessa and Sydney.

"Sydney?" Max asked. Max walked into the crowd and saw she was about to walk away.

"Sydney, wait!" Max then took off his helmet. "It's me, Max" Max said.

"Stay away from me" she said. "You're a monster" max started crying.

_Why are you crying? You didn't love Sydney-did you?_ Max thought.


	23. Toxic Nation Prolouge

On a TV, a news caster was talking about the events of last chapter.

"We now go to live coverage of mayor jones' press conference" she said.

"I don't know when Max Steel developed a taste for blood, but this is it! These guys couldn't even hurt a fly if they tried!" The mayor said. "Two of them will no longer be able to walk. And he also caused millions of dollars in damage! This has gone far enough! I am placing a 1,000,000,000 dollar reward for whoever brings in Max Steel, dead or alive!" Keeah then turned off the TV in disgust.

"I can't believe Max" Keeah said. "Just two months ago he was one of the coolest guys ever. Now he's just some blood thirsty maniac"

"Yeah. At least Steel's still alright" Sil said. Jackson and Ann walked in. and saw keeah.

"Hey Keeah" Jackson said.

"Oh hey Jackson, Ann" she said. "By the way, thanks for letting me stay here"

"No problem" Jackson said.

"You guys have been hanging out a lot lately" Keeah said.

"Yeah, we're dating" Ann said.

"Oh really?" Keeah said.

"Yep" Jackson said.

"I decided to go for Jackson after I dumped max" Ann said.

"good call, I'd go for Jackson as well"

…

At N-Tek, Max is on his phone. After repeatedly failing to call Sydney, berto walks in and max gets up. They start talking for a while.

"Scan your brain?" Berto asked. "Why?"

"I swear I heard something. Like a voice in the back of my head" Max said. "I want to make sure dread didn't have some sort of plan to keep living"

"Okay, I guess" Berto said. "So what should I scan for?"

"Other brain waves" Max said "that way we know if dread somehow survived" Berto just shrugged and started the process. In side of Max's head, Max (the real one) is walking around, looking at all of his memories with Sydney. He was regretful about what happened with Jason, resulting in Sydney hating his guts. But of all of the things, he could not get hold of how dread manged to hear him when he tried to prevent him from killing Jason.

"I can't believe dread heard me" he said. "Now I'm going to have to find a way to think he was just hearing thi-" He soon sees something that looks like a giant white wall that was moving, and wasn't destroying anything. It was more of scanning something. Max thought for a bit then noticed what it was.

"OH CRAP! A brain scan!" Max said. "If dread said finds out I'm still alive, he'll try to erase me!" Max then ran for a bit from it until he tripped. He saw the Brian scan come closer. He kept running until he found what was one of dread's memories. He then got an idea.

"No, that'll always be a last resort for me!" Max said. He then looked and saw the scan come closer.

"Then again, what choice do I have?" he hits his hands against the memory, hoping he could hide in there. It soon starts sucking him in.

_Here goes nothing!_ Max thought as it completely sucked him in.m the scan went over that era and continued. On the outside, the scan comes to a halt.

"All brain waves normal" Berto said. "Why did you want do this again?"

"I'm just paranoid, I guess" Max said.

_Strange,_ dread thought as he looked at the monitor behind him_. That voice I heard, it sounded like Max. _Right at that moment, Ferris happened to walk in.

"Max, we would like to have a word with you" Ferris said.

"Can it wait?" Max asked.

"No it cannot" Ferris said he sat down and put a cigarette in his mouth. "Max, you've been acting strange for a while now"

"So?" Max asked.

"Is there something up?" Ferris asked.

"Why do you care?"

"I care because now there's a million dollar reward for whoever brings you into the police!" Ferris shouted. "This isn't the Max I know"

"Maybe I changed Ferris! Maybe I don't want to look like a cute boy in a boy band anymore! Maybe I'm sick of your over protective guidance!" Max shouted.

"isn't that the same thing you told Ann?" Steel asked.

"Look Max, I'm not your father-"

"THEN STOP PRETENDING TO BE!" Max shouted.


	24. Toxic Nation: Chapter I

In a science lab, someone is strapped down to a table. He freaks out a bit because he doesn't know where the heck he is.

"What's going on?" the person said. Someone walked up to him. he was big, had what looked like two canisters on his back, and tubes running into his head.

"You're in my science lab" he said. He then pulled out an injection device with some sort of orange liquid inside.

"What's that?" the man said as he saw the needle.

"It's a sample of the dragon flame energy I stole from a laboratory a week ago" the other person said.

"Because I couldn't get a hold of a blood sample of Keeah McGrath, I had to go for this instead. I heavily reworked it to make you obey me and to give you Keeah McGrath's energy" the person said right before he injected it to the victim's neck. The victim eyes turned orange. His body glowed, and he screamed.

"Ah, it's working!" the person said. The victim got off of the table.

"What did you do to me?!"

"I made you my personal slave" the man said. The test subject then bowed down to the person.

"Just like I planned" the person said. He then walked away and laughed.

…

Back at N-Tek, Jefferson and Steel are bringing gravity into his cell. They came across Meltrix, scarlet, dark max and vengeance . They soon got to an empty cell wich Jefferson opened.

"Hope you enjoy your stay, you're going to be here a while" Jefferson said as he pushed gravity into the cell.

"You know, that capture sounded like it was too easy" Steel said. "It's almost like he wanted to get captured" Jefferson rolled his eyes and laughed.

"What idiot would want to get captured?" Jefferson said.

"This idiot" Gravity said as he broke the cuffs. He then shorted out all of the cell doors, and destroyed the AC (so Meltrix could escape) after words, all of the crimianls came out with relief.

"You getting captured was just so you could break out your friends?" Steel asked.

"Actually, dark max over there gave me the idea" gravity said as he punched Jefferson in the face.

Back at Max, Ferris was trying to find a response to what max just said to him.

"Max I can't believe you" Kat said. "It's almost like you-"

"Get out" Ferris said, interrupting Kat.

"What?" Max asked.

"Get out of my base. You're not welcome anymore" Ferris said.

"Well screw you" Max said as he walked up to Kat. "screw you too" then he left. Ferris then got a call from the cell.

"Hello?' Ferris asked. "I'll be right there" Ferris then ran to the cell. He saw Steel on the ground, and Jefferson pushed against the corner.

"The heck happened to you?!" Ferris asked Jefferson.

"Turns out, Blake wanted to get captured"

"Why the hell would he do that?!" Ferris asked.

"Look at the cells" Steel said. Ferris turned around. He saw three empty cells.

"Aw crap" somewhere else in the base, the escaped criminals hack into the computer room.

"you finally came" dark max said.

"I worked with that idiot Jason to get you out" Gravity said. "Don't push it" Betro turned around and saw the escaped crooks.

"WHAT THE-?!"

"Someone shut him up!" vengeance said. Scarlet hit him in the head with CYTRO's severed head.

"The irony is delicious" scarlet said. She then hacked into the computer.

"So what took you so long?!"

"I had some business with toxzon" gravity said.

"That freak?" Dark max asked. "Why him?!"

"None of your beeswax" Gravity shouted. They got into an argument when scarlet finished her job.

"Base will self-destruct in 10 minutes" a robot voice said.

"Uh oh. We need to get out of here. Fast" Meltrix said.

"I know that!" gravity said. Dark max then grabbed CYTRO's body and used it to create a hole (by throwing it into a wall).

"Let's go" he said. (Now go to you tube in another tab and search nothing's gonna stand in our way) Back at Kat, Kat went to get Berto. She kneeled next to berto and put two fingers in her ear piece.

"Ferris, we have a problem!" Kat said as she felt berto's chest. "Berto's unconscious, and I can't override the self-destruct!"

"We're going to have to evacuate" Ferris said.

"are you sure about that?" Jefferson asked.

"yes" Ferris said. "Kat, get Berto out of there!" Kat got out of the room with Berto on her shoulder. She ran for a bit when she tripped. Ferris, Jefferson, and Steel got to her.

"Leave us behind!" Kat said. "Save your selves!"

"I've never left a man behind, and I won't start now!" Ferris said.

"I bet your quieting something" Steel said. He turned around and saw that there was an explosion behind them.

"We need to move! NOW" Jefferson said. They ran towards the end when a piece of debris got in their way. Ferris and Kat tried to move it out of the way with no luck.

"We're trapped!" Steel said.

"NO WE'RE NOT!" Ferris said as he threw Steel at the debris. "COME ON!" then another room exploded close to them. They came to the exit. Steel tried to open it, but it didn't budge, because there was a huge interference because of the self-destruct system.

"The freakin' door won't open!" Steel said as he tried his hardest to open the door. Kat grabbed a grenade, pulled the ring out with her teeth, and threw it at the door.

"GET DOWN!" Kat shouted as the grenade blew up. "COME ON!" they all got out to the mountain. They stayed back and saw the entire base blow up. They noticed something shocking: All of the tech. All of the captured ultra-links. All of Jefferson's sandwiches-it was all gone.

"I can't believe it. We just recovered from when dread attacked the base two months ago" Kat said. Ferris got down on his knees in anger and smacked the ground. Elsewhere, Gravity and Dark Max got on top of the mountain.

"Sir, phase one is complete" gravity said on his phone.

"Good. Move on to phase two" the person on the phone said. Metrix heard what happened and walked over.

"With pleasure" meltrix said.


	25. Toxic Nation Chapter II

**hello? anyone still reading this? Or am I now writing this for myself? If you leave a review, I'll be happy, so please do so.**

**also please don't say anything mean. I don't like meanies.-ninjanicktf.**

Keeah, sitting in Jackson's apartment watching the middle, was bored. The middle was pretty funny, but she wanted to do something else. She and sil decide to get out and get some fresh air. she was flying around the city, but she didn't see anything.

"My gosh, it's a boring day" Keeah said. She was about to go back when she saw three guys at a bank. But there was something strange about them.

"Let's go check it out" sil said. They flew down to the bank.

"Okay, we don't know who you are, but I-" one of them turned around. Keeah was shocked at what she saw- the people had dragon flame! He then hit Keeah, knocking her into a building.

"My gosh-wait was that dragon flame?" Keeah asked. "How do you have dragon flame?!" She got up and and tried to fight them. They had a more advanced version of dragon flame, so it was no use, and Keeah fell to the ground. Someone walked up to her.

"Oh, I'm so glad I found you, Keeah" he said. "I have plans for you"

"What plans you stupid-"

"No no no, let's not say anything we might regret" he said. "I hope you enjoy your stay-because you are never leaving!" Elsewhere, Max is sitting on top of a roof. He saw a few places go up in smoke right before him.

_How did it come to this? _Dread thought. _I tried to protect this city better than Maxwell ever could. Now the city hates me. Their laughing at me. I saved them many times, and now they want me dead or alive. _He got up. He was about to leave and go home to watch breaking bad when three buildings blew up. Right next to him.

"What the-?!" Max said as he saw the burning buildings. He looked closer and recognized one of the buildings.

_Sydney lives in one of those buildings_! Dread thought. Knowing this, Max rushed to the building. He was hoping who ever blew up the building didn't kill Sydney.

_What would Max do in a situation like this?!_

…

Inside of dread's memories, Max opens his eyes. He had no idea where he was. All he know was that he heard what sounded like a baby screaming.

_Where am I?_ He thought. He saw two people in front of him.

"He's so cute!' one of them said.

"I think we'll call him miles" the other one said.

_Oh no._ Max thought. _Not this! ANYTHING BUT THIS!_ Back at Max (dread), Max looks through the burning buildings. He avoids several burning bits of debris, and kept walking.

"SYDNEY!" Max shouted three times. He looked in Sydney's apartment. He saw some destroyed furniture, a burnt up "prism" Katy Perry CD, what remained of the bomb that blew up the place, a smashed TV, but not a body anywhere.

"There's no one here" Max thought. "Please don't tell me she's dead!" he said he then looked. He looked and thought that someone took her away from the building.

"Wait, I don't see a body anywhere, so that means she's alive!" Max said "but where is she?" he then heard screaming. He ran to what was left of a window. He saw a bunch of dragon flame powered freaks. He saw three of them were holding firearms, and shooting at a woman and her children.

_I hear sirens, screams, and gun fire_! Dread thought. _How did it come to this?! How could I be so blind?! Everything I did to save the city, after I stopped all those criminals, now the city's burning!_ Max jumped down a few floors due to a hole that was made by the fire.

_I have no one to turn to, not even that stupid drone! _Dread thought. Max pulled out his phone. He hoped someone like Ann (or one of Ann's friends) would be able to help him.

"Hello" the phone said.

"Ann, listen I-"

"You have reached Ann jones. I'm sorry I can't come to the phone ri-" Max hung up.

_Nothing. I need to be elsewhere._ Back at the real Max, he has gone through four years of dread's memories.

_Strange. Max thought. Dread's had a pretty nice life. Why would he have-_ right when Max thought that, he heard two people arguing. They kept throwing around certain four lettered words, and one of them smashed a vast the other one really cared about.

_Oh._ Dread was struggling to sleep. He couldn't because all he could hear was his parents fighting. The next day, he saw dread's mom get on a plane.

_This was a sad day for me._ Max thought. _She got on that plane. I never saw her again-wait, I saw my mom not too long ago! Oh no, I'm getting dread's memories confused with mine! I just got to remember- I am Max McGrath!_

Max ran and saw all of the people attacking. He didn't think that he could help them because there was so many goons.

_All this time I was trying to stop Jason, exstoryer, and those other villains_, dread thought. _Only to find out I was chasing the wrong villain._ At Max's apartment, molly was cooking something when a group of men in green leather busted down the door. She turned around and their leader walk up to her.

"Molly McGrath, we need you to come with us" he said.

"If I don't?" molly said.

"Oh, we'll make you" two people came behind her and grabbed her arms. "We got orders from Dr. Xander to take you with us"

"There is no way I'd ever help you, you son of a BI-" they put duct tape on her mouth before she could finish what she was saying.

"You have the right to shut up" he said. They then planted a bomb in the apartment and set it to detonate. Molly kicked on of the men in the face and started to run.

"STOP HER!" the leader shouted. Meltrix came with a metal tray and hit molly in the head, knocking her unconscious.

"Get her in the truck" the leader said. They threw her into a truck that Sydney (who was tied up and blind folded) was also in. the man then pushed a button, telling the bomb to detonate, and the apartment blew up.

"Hopefully her "son" will come and save her" meltrix said. They shut the door and drove off.


	26. Toxic Nation, Chapter III

"Excuse me, Mayor Jones, I have to tell you something" someone in town hall asked. He was tall, had brown hair, and used a cigarette.

"Can it wait? I'm busy!" mayor jones shouted.

"Well Mr. Mayor, I know you want that criminal Max Steel behind bars, I know you want to stop these mutants, and I know how I can help you"

"Really? How?"

"This!" the man pulled a blanket off of a robot. It was big, had what looked like a cannon on one arm, and a blade of the other.

"This is a Megatron 3000. It is designed to track down Max Steel. There's no way he could-"

"Mayor Jones!" a sectary said, interrupting the man.

"What is it?!"

"Um, a few buildings have been blown up sir. Criminals are running loose, shooting up anything they see. And Keeah silver has disappeared" the secretary said.

"My god!" the mayor said.

"I'm guessing I can make it so that it could track down whoever's behind that as well" the man said, smiling.

"Good job, Tennyson, you get a raise tomorrow!" the mayor said. Back at Max (the real one) Max moved on to elementary school. He knew that if he didn't resist, he would get permanently stuck in dread's memories. So he is trying to resist everything.

_School._ Max thought. _How I hated school. Every one picked on me, smashed my glasses, it was a nightmare-wait! I never hated school! Remember, I'm Max McGrath!_ Dread walked and saw drake. He got kicked in the gut by drake.

"Where's my lunch, miles?" drake said.

"Leave me alone!" dread said. Drake pushed him over, once again smashing her glasses.

"I said, where is my lunch?!"

_Now I can see why dread hated this guy._ Max thought. _I've only known him for a few seconds and I hate him!_

"Look I don't have it!"

"You should have it, RETARD!" he then punched dread in the face. Drake walked away as dread's nose bled. Dread soon started crying.

_I had to deal with this jerk for the rest of elementary school_, Max thought. _No matter what I did, no matter where I hid, I couldn't out run him. He always found me. Every single time. Wait no! I was never bullied! Oh no…_

Back at Max (dread) dread is aware of what happened at Max's apartment. He walked home and saw it in ruins. He was so mad; he decided to seek out who did it. He was in the sub way walking slowly.

_This device I took from that geek at N-Tek is really working!_ Dread thought_. I'm 20 feet below the city and its signal is still growing strong. In fact, it leads me to this abandoned subway… _Max soon heard something coming.

_Aw crap._ Dread thought as he saw the train. Max then got out of the way so he wouldn't get run over. _I thought it was abandoned._ He saw what looked like two of the mutants on the train._ Wait, mutants- Xander! How did he pull this off?_

"Ah, Max Steel! I wonder when you'd show up!" Toxzon said. Max heard him and looked around, but didn't see him because it was really dark.

"Where are you, toxzon?!"

"Right here, Maxwell" toxzon said. Max still couldn't see him.

"Hiding? That's like you, Xander"

"Oh, I'm not hiding," toxzon said. "I want to give you first hand witness to what is to come" he then clapped. Max soon saw gravity, meltrix, darrikain, scarlet, dark Max, and vengeance with toxzon.

_Six dangerous villains._ Max thought. _Six if you count toxzon. I need to think of a strategy here—_

"Boys (and girls) mommy and daddy have to talk" toxzon said. He snapped. The other villains walked out.

"What?! You're giving up your advantage?" Max said.

"I just want to show my force. Sorry" toxzon said. "Hope that hasn't gotten us off the wrong foot. Please, have a seat" Max sat down in a chair.

"I've been looking through some files" Toxzon said.

"What does this have to do with me?" Max asked.

"Simple, looking through them, I realized were not the worst of enemies-Dread"

"Wha? How did you—"

"It was obvious. Your recent behavior, your taste for blood, and the fact that you had no idea who Keeah McGrath was…it was too much of a coincidence"

_I can't believe it!_ Dread thought. _He figured it out!_

"Look, we both know that this is a dog eat dog world. We both know how to run a crime organization. We know that whoever has the power is in charge. And we know, we can't let those rights belong to thugs on the street" toxzon said. "Only the best and brightest would do. Which is why I'm offering you a partnership" toxzon said as he held out his hand.

"Together, we could rule the world, a king and his second" toxzon said.

"NEVER!" Max shouted as he smashed the table they were sitting at. "I was once miles dread, now I'm something far greater! I will never go back!"

"You won't join me?" toxzon said. "That's a shame" toxzon charged up an attack. "DIE!" he shot an attack, but Max got out of the way. He then ran out of the room.

"FIND HIM! DON'T LET HIM GET AWAY!" toxzon shouted as the others ran after Max.


	27. Toxic Nation, Chapter IV

Max started running from them. He turned back and saw five knifes heading his way. He dodged all of them (except for one that cut his arm) and kept running.

_Five dangerous villains-and draken, or whatever his name was-chasing me_! Dread thought as he tried to get away. _What would Max do in a situation in this?!_ Scarlet grabbed a pistol and pointed it at Max.

"Nighty night, dread!" she said as she shot it. Max saw all of the bullets coming towards him, and was terrified as heck. Luckily, he broke out of a window before the bullets hit him. He landed on top of a car and took a joy ride.

"Over there!" dark max shouted.

"I'll get him!" gravity said he started flying towards Max.

"I doubt you will" Dark Max said.

"SHUT UP!"

…

Back in dread's memories, Max is going through dread's teen years.

_High school. At first I was thrilled I didn't have to see drake any more. I thought all of my troubles had passed. But I was wrong. _Max thought. He saw dread getting hit by a bully.

"Name's josh, four eyes" the bully said as he punched dread in the face. "Welcome to copper canyon high, loser"

_This guy was a pain—wait, I never knew this guy! Max thought. I can see why dread hated him, but I never met him! I am Max McGrath, I am Max McGrath, I-_ dread turned around and saw someone standing there.

_Then I saw her. Stephanie Tanner. She was the cutest girl in school-wait, she looks like-Sydney!_ Max thought. _Is that-Sydney's mom?_ Back at dread, Max is trying to get away from gravity. He kept running, even though he couldn't run fast because he couldn't access speed mode anymore.

_I've got to think of something!_ Dread thought. He then got an idea. About three minutes later, Gravity came looking for him, but couldn't find him.

"Odd, I saw him come this way" Gravity said as he put his hand on his head. He saw a bus leaving close by him with a fimilair looking man in the window.

"Strange" gravity, knowing he could never find max at this rate, flew away. In the bus, Max was inside in his casual clothing.

"That was a close one" Max said. Back at toxzon, the villains report their failure.

"HE GOT AWAY?!" Toxzon shouted.

"We're not sure how this happened, sir" darrkian said.

"I bet it was gravity's fault" dark max said.

"What do you mean MY fault?!"

"SHUT UP! Its fine, I know his weakness. And I have the keys to my success" meanwhile, Ann and Jackson are watching a news cast.

"Mayor Jones, do you think Max Steel and whoever's trashing the city are working together?" a reporter asked.

"Yes, I do. And I thought we were in deep with no help. However, my friend Tennyson made me-THIS!" The mayor unveiled his army of megatrons.

"The Megatron 3000!" mayor jones said. "I will use these to hunt down both max steel AND those mutants and their maker!"

"Their wasting their time with that" Ann said.

"What makes you think that?" Jackson asked as he paused the new cast.

"Those things could never take down dread" Ann said. "He's just too smart"

"Yeah, I guess you righ-wait, what do you mean dread?" Jackson said. "dread died!"

"For about two or three months, dread has been in Max's body" Ann said. "I watched his battles. He kissed me. His laugh when I showed him that late night with jimmy fallon skit. It was too much of a coincidence. I also noticed that this started a few hours before dread died"

"Wow. You're a quick thinker. That's what I love about you" Jackson said before he and Ann kissed. Much their surprise, a few guys Soon busted in.

"Uh oh" Ann said.

"Are you Ann jones and Souji Nakadai?" one of the men asked.

"Yes, and we're not going anywhere with you!" Jackson said as he got of the couch.

"Your last name is Nakadai?" Ann asked.

"Yes" Jackson said. The men came in with the dragon flame serum. They were going to use it on Ann but he fought some of the men. She broke the needle the man had (along with his hand)

"For some reason I'm reminded of super Sentai. Or power rangers. Or both" Jackson said to himself. Ann punched one in the gut and kicked another one in the face. The leader of the group grabbed a thick book to cover his face but Ann managed to punch a hole right through it, knocking him out.

"Aw, I liked that cookbook" Jackson said. Ann walked away from the men.

"You're not the only one who is capable of protecting himself" Ann said as she looked at all of the unconscious guards. Jackson was really impressed.

"Come on, let's get out of here!" Ann said as she grabbed Jackson's arm.

"Why were they even here?!" Jackson asked.

"I'm guessing because we are-or in your case were- Max's friends!" Ann said. They ran out of the building and towards Kim's building.

"So they think we are the only ways they can get to dread Steel? Or Max dread? Or-"

"Jackson, I love you, but please stop with that. And yes, they do!" Ann said. Back at Max, Max stepped off the bus.

_Good. I lost them._ Dread thought. _Now I need to find a way to combat_-

"Hey Max!" someone behind him said.

_Aw crap._ Max turned around and saw something else worse than those villains- Kirby.

"Where have you've been?! I've haven't seen you in, like, two weeks!" he said.

_Looking through Max's memories, _dread thought. "Well, Kirby, I have been a little busy-"

"Did you hear that there's a man hunt for Max Steel?! Why would they do that?!" Kirby said, interrupting Max.

"They think he is a criminal" max said.

"Well that sucks. You know, I think someone told me you were interested in smacking lips with Sydney"

_Okay, now you're pissing me off._ Dread thought.


	28. Toxic Nation Chapter V

"Dude, there's mutants running down the streets, and I think Max Steel is the only person who can stop them!" Kirby said.

"Look, I don't know why you care so much, but-"right at that moment, someone came. She was wearing a mask that looked like one of the helements of daft punk, was tall, and she slammed max into the side of the building.

_Who the heck is this?!_ Dread thought as he saw her.

"Where is she?!" the woman yelled.

"Who?"

"Sydney Gardner! Where is she?!" the woman yelled.

"I so do not have time for this" Max said. He tried walking away but she wouldn't let him. she thretend to punch his teeth out if he moved.

"I know you and whoever the heck is attacking the city are working together, but the one person I care the most about, Sydney Gardner, is missing!"

_Why does she sound familiar?_ Dread thought. _It almost like I've heard her voice before. _Speaking of memories, back at Max, dread is walking up to Stephanie tanner's house.

_This was it._ Max thought. _I finally had the courage to ask her out—no, I never had the courage to ask Sydney out!_ Dread knocked on the door. Stephine opened the door, when dread saw she was waering a fancy dress, nice earings, and high heels.

"Where are you going?" dread asked, as he hid the flowers he had behind his back.

"My boyfriend is hosting a really cool party. I'm on my way there" she "sorry to disappoint if you wanted to study with me" she then walked off. Dread waved right before opening a trash can and threw the flowers in it. He then walked away, heartbroken. He walked for a while when he bumped into some one.

"Oops, sorry, didn't see you there" he said.

"Didn't see you there, either" dread said.

"You look like you're a cool guy. My name's Jim. Nice to meet you" Jim said as held out his hand.

_Dad?_ Max thought when he saw Jim. Back to the present, Max was still trying to interrogate max on something he had to repeatedly tell her he didn't know what she was talking about.

_Who is she? In fact, how does she know that I'm Max Steel?!_ Dread thought.

"You know, my mom always said to never talk to strangers" Max said. The woman pulled off her mask.

"my name is Stephanie tanner. All I want is to find my daughter" she said. "Where is she?!"

_Stephanie tanner?_ Dread thought. _She's Sydney's mom?!_

"Haven't seen her!" Max said. "Plus, I'm dead to her" she was about to punch him when scarlet jumped down out of nowhere.

"Aw, we thought we lost you, "McGrath" scarlet said using air quotes.

"I already told Xander I'm not interested!" Max said.

"Oh he knows. I'm here to terminate you" she said as she pulled out a knife.

"You're not killing anyone!" the woman said.

"Oh?" scarlet said.

"I want my frickin' daughter back and he's my only link to her!" the woman said.

"I'm you what now?" max asked.

"Watch me" she said as she threw a blade at the woman's arm. It cut her a little bit, and it bled. She clutched her arm in pain. Kirby then noticed Max's arm was bleeding.

"Max, your arm is bleeding!" Kirby said.

"Not now, Kirby!" Max said. "Leave her alone! She's not the one you want!"

"I know. I hope that scar tells her to stay out of other people's business" scarlet said. Max now was so angry that scarlet hurt the woman he used to care about that he tried to fight her. This didn't go well, so instead she beat up Max. She pulled out a shot gun and cocked it back.

"Okay, if you join toxzon, you and your friends leave alive" scarlet said as she pointed a gun at Stephanie's head.

"What do mean "my friends?" Max said.

"We have Sydney and Keeah. Toxzon has Big plan for them" Stephanie kicked scarlet's leg, causing her to drop her gun. Stephanie pulled scarlet's arm behind her back, and slammed her into a wall.

"Where the heck is my daughter?!"

"How should I know?!" scarlet said.

…

Meanwhile, at a hospital, Berto is lying on the bed. Ferris managed to get him there after the whole base thing few chapters ago. Steel flew to the window.

"I can't believe this is happening" Steel said as he looked out the window. "Mutants are running loose everywhere!"

"We can't leave now" Ferris said. "We got to make sure Berto pulls through"

"Sir, two people are here to see you" the nurse said.

"who would want to see Berto?" Kat asked.

"Send them in" Jefferson said. Ann and Jackson walked into the room and closed the door.

"My god, what happened to Berto?!" Ann said as she saw Berto on the bed.

"Head trauma. We not sure if he's going to make it" Steel said.

"That's horrible" Jackson said.

"I know" Kat replied. Ann looked around and saw that max wasn't with them.

"Where's Max?" Ann asked.

"If we're lucky, far away from here" Ferris said. Ann and Jackson looked at each other.

"We have to tell you something"

Back at Max (the real one) a few years have passed. He saw the grave of cooper dread.

_Two day ago, my father passed away. The man who raised me. Gone. And I feel –relief?! _Max thought. _I never knew him! I am Max McGrath! My good friend Jim had called me on the phone telling me of a new experiment he saw working on. He asked me if I wanted to participate in it. Wait-no! I'm Max… oh no! I can't fight-_

Back to the preset, Max, Kirby, and Stephanie start running.

"I want my daughter back!" she shouted at Max.

"Will you shut up about that?!" he snapped back.

"This is you plan?!" Kirby said as they started running. Max opened up a room. It didn't look cofty, and wasn't appealing to eather of them.

"You two. In there. NOW!" he shouted at both of them.

"That doesn't sound like-" Max shut the door before Kirby could finish what he was saying. After that, Scarlet attacked. Max kicked her in the ear, causing her to fall to the ground while holding it.

"You were an idiot for coming alone, scarlet" max said.

"What did you do that for?!"

"What are they going to do to Sydney?!" Max shouted as he picked up scarlet by her outfit.

"How should I know? I'm a scout" she replied.


	29. Toxic Nation chapter VI

"The mutant's war on the city doesn't seem to be stopping anytime soon" a news caster said as people were getting attacked behind her. "More and more people are being mutated into the mutants! We advise you stay indoors and-" before the news caster could finish, three men grabbed her and injected a serum into her neck. She then turned into a mutant.

"Uh, since Dora seems to have been mutated, we are now looking for new-" the anchorman (imagine him looking like Ron Burgundy) said right before three mutant busted in the studio and came closer to him.

"Not the mustache! ANYTHING BUT THE MUSTACHE!"

"What a pretty sight" Toxzon said as he watched the newscast. Darrikain walked in right as they put up a technical difficulties sign.

"Sir, me and dark max have finished the bomb. We need to install it and then put-"

"Shut up. This is getting interesting" Toxzon said, interrupting Darrikian.

"My friend Ann I think was attacked" Kim said with another reporter. "She was at her boyfriend's apartment when three people attacked! I hope she's alright"

"Uh, okay sir" Darrikain said as he walked off. Toxzon then got up and walked into another room. He saw a glass chamber with keeah in it. There were orange fumes coming from her while she was inside. he walked up to the canister and laughed for a bit while keeah could barely stand.

"Feeling weak? Aww. GOOD!" Toxzon said. "This device is sucking out all of your dragon flame energy soon you won't have the strength to breathe!"

"Why do you even want my dragon flame?!" Keeah asked.

"Simple. I found you dragon flame energy is far better than any of my toxins. So I thought I must have it" Toxzon said. "If fact, those turboix girls were first attempts at recreating it. It seemed hopless until you showed up. I have had a huge amount of trouble trying to recreate, but now I can get to the source"

"Is this that why you captured me?!" Keeah asked.

"well, since you are the daughter of the dragon flame's creator, yes. I would have used the blood sample I stole, but it was-how do you say-unstable" Toxzon said as Keeah saw a freaky looking mutant in a cage. Toxzon laughed and walked out.

"You're a mad man" keeah said.

"I know that. And I'm proud" toxzon said as he closed the door. Keeah started crying a bit.

Meanwhile, at the hospital, the rest of n-tek is shocked about what Ann told them.

"I can't freakin' believe this!" Jefferson said. "The whole time it was dread in Max's body?!"

"Your right Jefferson" Ann said. "I can't believe I made out with a super villain who was in his forties!"

"You two need to go find him" Ferris said to Jefferson and Kat. Steel turned around after hearing this.

"What about me?" Steel said.

"You can't leave now. I don't know how much energy you have left, and I don't want dread linking up to you" Ann said to steel.

"Hey, it's only been two hours since we linked up" Steel said. he didn't say anything else, because ehe understood what she meant by that. Jefferson and Back somewhere in town, Max throws a tied up scarlet into a closet. She kept mumbling something, but max put duct tape on her mouth so she'd shut up.

"Sweet dreams, princess" Max said as he closed the door. He walked away for a bit when he suddenly heard "Wanna be starting somethin'"

"Hello?" Max said as he picked up his phone.

"Oh hello dread" Toxzon said on the other line. Max was shocked by this.

"How did you get this number?!"

"Don't act like it wasn't easy" Toxzon said. "I have a little business I would want to talk about with you meet me at the flowing address" after writing it down, Max ran to Toxzon's location. he didn't see toxzon, but just saw a radio shack type store with a bunch of TVs in the window.

"Alright Xander, I'm here!" Max shouted. "What is this about you pathetic maniac?" Max said as he put on a fake helmet (without Steel he couldn't make the real one.)

"Well, you killed Max Steel, which I wanted to do, as I was his number two enemy, but I thought I get pass it with a partnership-" Toxzon said. "But you had to be stubborn. You took that victory away from me, now I'm going to take everything away from you" Toxzon said. max was now confused.

"What do you mean by that?!"

"Look at the TVs behind you" Toxzon said. Max turned around saw N-Tek's base being destroyed. He was his apartment being destroyed. He saw his [dread's] parents' house being destroyed. He then saw his friends getting killed by the mutants. He then saw THI industries being destroyed by a bombing.

"You fiend!" Max shouted as he saw the images.

"Only the last three were fake" toxzon said he then laughed. "It's odd you care so much about them when you were trying your hardest to kill them five months ago"

"I'll kill for you for this!" Max shouted in anger.

"Oh really? You in what army?" Toxzon said. "You have little left to lose. Chin up dread. The lesson's not over yet"

Lesson?! Dread thought. "What do you mean, "lesson"?!"

"I captured one of your class mates. Someone you care for, dread. One Max Steel cared for" Toxzon said. "And she will die at noon tomorrow!"

_He thinks I'm going to play my hand! _Dread thought_. He's trying to make me play his little game! But what if he really has Sydney?! I play his game, I die! I don't play his game, she dies! Either way, I lose! What would Max do?!_

Speaking of Max, let's go see what happened to him. He ended up merging with dread's memories because he couldn't fight it. In the flash back, Dread walked into a lab. He was amazed by everything he saw around.

"What do you think miles?" Jim said.

"It's…wonderful!" dread said. "It like Tron and Doc brown had an awesome baby!" someone soon walked in. he had black hair, was a bit beefed up, and green eyes.

"You must be miles" the person said. he shook dread's hand.

"Everyone calls me forge, but you can call me Ferris" Ferris said. "I'm Jim's brother.

_That was the day I meet forge Ferris._ Max thought. _When I first met him; I thought he was a good guy. Now I want nothing more than to crush him._

"I don't really have a name for this company" Jim said. "I've been trying to think of one for years but I still haven't figured it out" Dread thought for a bit.

"How 'bout N-Tek?" dread said.

"I like it" Jim said.

"So what exactly are we doing?" dread asked since he had never been to N-Tek before.

"We are protecting the earth from alien invaders" Jim said.

"Um, Jim, aliens do not exist" dread said.

"Said who?" Steel said as he came behind Jim. Dread was amazed by seeing steel for the first time; he had never seen anything like it before.

"Miles, this is Steel" Jim said. "He's from a hostile planet, but I changed his mind about what's right and what's wrong"

"That's pretty cool" dread said to Jim.

"Yep. I'm friendly" steel said.

Back to the present, Max is rushing to save Sydney. He is now worried by toxzon said. That he would kill her at noon tomorrow.

_MUDERER!_ Dread thought. _He's going to kill her! He's-_

"HEY MAX STEEL! HELP ME!" Kirby said as he got hit by some of the mutants.

"I don't have time for you, idiot!" Max shouted as he ran away from Kirby. "Out of my way!" he shouted as he pushed a girl with died blue hair out of the way. He then called someone on the phone. It was Ann's friend, Kim.

"Kim, your dad's a cop, right?!" Max said on the phone. "What do you mean he can't help me?!"

"He's busy!" Kim said. "And what makes you think I'll help you?! I know you're in on this! The cops are done helping you!" Kim shouted. She then hung up.

"Moron. Last time I ask one of Ann's friends for help!" Max said. Meanwhile, Kim's dad is with Tennyson and mayor jones. He was monitoring everything that was going on.

"Sir, I think we need to launch the megatrons now!" Kim's father said.

"Of course we do! What are you waiting for?!" Mayor Jones yelled at Tennyson.

"Sir, I don't think that's a wise idea" Tennyson said as he took his cigarette out of his mouth. "You see, my modifications aren't ready ye-"

"I don't care! Send them out! We need to stop this menace!" the mayor shouted.

"Are you sure?" ben asked.

"YES! DO IT NOW!"


	30. Toxic Nation Chapter VII

Max arrived at an abandon building. He jumped through a window and smashed the glass and landed in an iron-man like pose.

"Okay, no more distractions" Max said as he got up. "Trap or Not, IT ENDS HERE XANDER!"

"No planning, no prep, no nothing?" Toxzon said through a monitor. "I'm ashamed of you, dread. It not you, it's him!"

"You'll find out the difference between us when I break every bone in your body!" Max said.

"Now you're just being rude, dread" toxzon said. "After all, the only reason you're here is because of our guest!"

"Guest?!" max said "what guest?!" toxzon soon came out with a tied up molly. She looked a bit like she was drugged, but in reality she was beaten quite a few times.

"Mom?!" Max said.

"Remember? She's not your mom, dread. She's somewhere in japan, probably" Toxzon said.

"Let her go!"

"Odd how much you care for her" toxzon said. Max rushed towards Toxzon. Toxzon just jumped and kicked Max into a wall. When max backed up, his nose and lip was bleeding a bit, and he looked up at toxzon.

"Running towards me to strike a punch?" Toxzon said. "So predictable" he then ran up to a higher floor with molly. Max did the same to try to rescue her. He busten into a room when he saw Toxzon open a window.

"You wouldn't-"

"Maybe I would dread" toxzon said. "Like I said, I'm surprised you care so much for someone you once hated" toxzon said as he held molly out the window. She saw far down a drop the window was. She started freaking out a bit.

"Toxzon, don't-" toxzon dropped molly before Max could finish.

"Oops" he said as molly fell. Max busted out the window and tried to glide towards molly.

"MOM!" Max shouted as he fell he grabbed molly in midair. He landed on his feet and let her down gently.

"Mom, are you okay?" she nodded her head. He looked up and saw toxzon leave.

"crap" He said. before he could chase after toxzon, he heard something coming his way.

"What the-?" Max said. He turned around and saw a drone attack him.

"Oh hello Max Steel" Tennyson said through a comlink. His face was projected on the drone's chest.

"Who are you, and what do you want?!" Max said, trying to get free of the drone's grip.

"First-my name is ben Tennyson. Second my boss is going to give me a huge wad of change if I bring you in or kill you" Tennyson said. The drone pulled it's blade arm and was ready to Pearce max. a second blade came out of his fist.

"Like that blade? I got the idea from a Robocop movie I was watching" Tennyson said, laughing. "Face it Max, you no use for my megat-" Max then ripped off one of the arms of the drone.

"WHAT?! That's not supposed to happen!" Tennyson said.

"Just did, moron!" Max said he then kicked the robot's head off, which shut it down. Max looked at what was left of the robot.

"That takes care of that problem" Max said. He was about to walk away when he heard laughing.

"One thing you should know, Max steel-". Max looked at the robot he picked up the remains. He put it up to his ear to see if the voice was coming from that robot.

"My megatrons are like cockroaches" Tennyson said Max heard a Nosie come from behind him.

"When there's one-" Max turned around and saw an army of megatrons. "There's a hundred"

_I_ _so do not have time for this_! Dread thought. Max tried to fight them. It was no use because they kept coming. They kept beating down max, and the more he destroyed, more came and took their place. It seemed like there was no hope left for Max.

Back at the real Max, dread's memories continue.

_Jim came in one day with two new things- first, a few new recruits, (one was blonde and one was black, but that's not important) and then, a new substance known as turbo energy._ Max thought. _It was amazing. I didn't know how it worked. All I knew is that I wanted it. So, using my intelligence I built a new device to help me contain it. Jim was testing out the turbo energy (which was contained) when I walked in. Steel was with him and he pointed me out._

"Miles, what are you doing?" Jim asked when he saw the device.

"I want to examine the turbo energy. I want to find out what makes it tick!" dread said.

"Miles, I told you this was dangerous!" Jim said. "I said no one touches it before I figure out how dangerous this is!"

"I'm tired of waiting!" dread said. "I want it NOW!" dread tried to use the device to steal the energy but Jim punched dread before he could.

"Uh, guys" Steel said as Jim and Dread were fighting.

"Guys" Steel said. they still fought

"GUYS!"

"What?!" They both shouted at the same time. Steel pointed to the turbo energy container, which then exploded. Dread saw a big light come and had a soaring pain in his body.

AGHH! Max thought. I still remember the pain! When dread woke up, he realized Steel shut down. Jim got knocked against the wall. But the worst thing he noticed about this- the machine was now part of him. He got up and saw Jim, who was just lying there.

"Jim?" dread said. He tried to feel for a heartbeat, but had no success. He tried CPR, shock pads, and everything he could, but it was no use. He soon realized Jim was dead.

"What have I done?" dread left the base in anger. One thing he didn't notice was that Jim's pregnant wife was also caught in the explosion, but was still alive.

Back to the present, the drones were piling up on Max. He was now doomed, with no hope of survival.

"Face it Max, you've lost!" Tennyson said. Suddenly a few blasts shot away the drones.

"WHAT?!" Tennyson shouted as he saw it happen. Max got up to thank whoever saved him.

"Thank you-" Max then saw the turboix girls. And they didn't look too happy.

"We have a bone to pick with you" Stella said, with anime anger vain.

"Aw crap" Max said.


	31. Toxic Nation Chapter VIII

Inside of dread's memories, we get to what happened after that. Dread is sitting in an empty room. (a good song to be here is "Waiting for the end" by linkin park)

_For sixteen years I stayed missing, leading everyone assumed I was dead._ Max thought. _For sixteen years I tried to gain more turbo energy to keep me sixteen years I was bulding up THI to be something great! Then HE happened. Max steel. I never hated anyone more in my life!_

Dread had a few memories of dread stopping his schemes.

_He was a pain in my side._ Max thought. _I could have had all of the turbo energy I wanted. I could have been helping makino destroy this world. I could have been doing great things, but Max steel ruined everything for me! It even came to the point where I was dying! _Dread's memory was the first chapter.

_I need to act fast. I need to come up with my master plan to live and kill max steel once and for all!_

Back to the present, Max walked up to the turboix girls.

"okay, start talking! What is with you attitude?!" rendessa shouted.

"We don't have time for this!" Max said.

"You're not going anywhere without answering a few questions" Jenna said as she generated a turboix spear.

"After our little fight, rendessa wouldn't stop bothering us with her theory that you were not you" Terra said.

"So if we don't know what the heck is going on, we're not going to leave!" rendessa said. max was resisting grabbing a blade from the drones when three of the robots attacked them. A new face soon came up on the screen as he grabbed Max and Rendessa.

"Oh hello, girls and boys!" someone said. "Miss me?"

"You're not Tennyson!" Max said.

"Me? Nooooo… it's me! Gravity!" he said with a smile. "I bet dark max never thought of this!"

"Hit the joints!" Max said. "They're the weakest there!" rendessa started smashing all of the joints. They got off the robot for three more to get in their way. More robots came behind the turbiox and grabbed them.

"Oh, you're not going anywhere Max steel" gravity said. "You have six friends here I can kill"

"They're not my friends!" Max shouted.

"Oh, they're not?" gravity said. "I'm sorry, I couldn't tell" terra and Anna used their dragon flame to override the drones that were grabbibg them. Stella and franny used their dragon flame to rip off the drone's arms. They all started fight the robots to the death. Max then got out, seeing it as a great opportunity now that the turboix are distracted. Rendessa looked back at max and saw him leaving.

"Max I have-"

"No, I will not go out with you!" Max shouted.

"Of course he wouldn't. Not when he has her!" gravity said as he showed Sydney.

"HER?!"

"She's alive?!" Max said, clearing forgetting about the noon thing.

"Not for long" gravity said. "If you want to save her, you must come to my location before noon!"

"Max, don't listen to him!" Sydney said. "It's a trap!" Max smashed the monitor on that drone he saw it on. Terra shot metal disks at all of the drones, causing them to short curcit.

"Max, I think I know a way to-"

"Shut up Stella, I don't have time for this!"

"Of course you don't! Not with Sydney's life in danger!" gravity said. "Come and save her-if you can!" he then laughed.

_Back at dread's memories, Max goes through the first six chapters of this story._

_I decided to swap brains with Max steel in order to cheat death, Max thought. But it backfired. I thought I had it all planned out. I was going to switch bodies with max steel, but what thing I didn't notice was the fact that I would have to get max's memoires._

There was dread's sprit and max's sprit standing before dread's dying body. Max's physical form ran unto him to tell him everything that was said in the seventh chapter.

"I don't want this" max's physical form and dread's sprit form said.

"I do" max's sprit form said. "Thanks to this bit I can now escape from this prison. I will get my body back dread, no matter how hard you try-" max said.

"-YOU CANNOT STOP ME!" using his memories, max busted out of dread's memories. He rolled for a bit before getting back on his feet.

"I so do not EVER want to do that again" Max said. "Now I've got to get back to recovering my-" Max then looked and got grip of what was going on at the moment.

"No way" back at Max (dread) Max runs out of the building, now knowing about gravity's location.

"You're just going to leave us here?!" Franny said.

"That's the plan!" Max said as he ran out. Franny was pissed to hear what max just said. He then saw what was going on. And he wasn't too happy about it.

_No! It can't be!_ Dread thought. _I promised to protect this city better than Max ever could! And now it's going up in flames! My base, gone! My friends! Gone! The woman I love! In the hands of a mad man! And it's all my fault._ Max jumped on top of a roof and looked down on the city. He saw all of the carnage, all of the people cry for help, all of the mutants attacking every building in sight. The agency Ann works at came to help, but so far, they're not helping.

_Like so many times before, Miles dread-the superior Max steel-has failed_. Dread thought. Meanwhile, the cops and Stephanie are shooting at the mutants. She didn't care if they were still people, but she had her mind on other things. Things like-oh, I dunno-her daughter.

"I can't believe they might kill my daughter!" she said as she shot a few bullets.

"Ms. tanner, I'm not sure how much longer we can hold them off!" one of the cops said. Meanwhile At city hall, mayor jones is getting beat down with comments by the press.

"Mayor Jones, how did your Megatron drones get hacked? Mayor Jones, is there no hope for the city? Mayor Jones, are we screwed?" where two (among many questions asked.

"I can't answer all of them at once!" the mayor said. "I don't know how our Megatrons got hacked; I don't know why this is happening!" he ran inside due to all of the stress the press was putting him under. He saw Tennyson trying to regain control of the Megatron drones.

"Mr. Jones, I told you we should have waited to send out the drones" he said. "If we waited, then-"

"Tennyson, your fired!" Mayor Jones said. Tennyson was so shocked his cigarette fell out of his mouth.

"But sir, you don't know how much this job means-"

"It didn't mean enough! Get your things and get out of here!" the mayor shouted.

**okay, we're coming close to the exciting climax! one more chapter to go! I hope you all are enjoying the story so far!-ninjanicktf.**


	32. Toxic Nation, Chapter VIII

Max is running from roof top to roof top. Thousands of thought pounded in his head due to the most recent events.

_Where do I begin?!_ Dread thought_. The city has turned against me, I have no freakin' clue on where Sydney's is, and I'm alone in this! What would Max do?!_ Then someone stopped him (more like get in his way)

"Out of the way, dark max!" Max shouted.

"Oh, I'm not here to fight you" he said. "I'm here to see how you were half a Max steel"

"You take that back!"

"Make me. I would be mad at you for lying to me, want to let you know, your friend's time is almost up!" he then jumped off of the roof and flew a bit. Max jumped on the ground and ran after her.

"Where is she?!" Dark max started running.

"This way. She's just dying to meet you!" Dark max said.

"If she's been hurt, so help me, I will-"

"You'll what? Kill me?" Dark max asked. "That's so like you, father" he stopped at a train road. Max jumped down and turned around.

"Guess who's back!" Vengeance said as hacked a coming train. He rerouted its tracks so it so it will hit Max steel.

"Is this your stop?" meltrix said as she came out of the shadows. Max knew his problem-two dangourus villains, a Super soldier Ann called dark max and stuck with the name, and a moving train set to kill him! To make this even worse, he saw a blonde girl tied up in the middle. He then looked at the girl to see if it was Sydney. He then noticed-it was Ann's friend Kim!

"Kim?" Max asked. He saw the train vengeance hack coming closer to Kim. So now he has four problems. Five if you counted Sydney, where ever she was. He had no idea what to do, and was about to have a break down, when he heard-

**_JUMP!_** After hearing this, max jumped and saved kim right before she could get run over. He turned around and saw the train rush behind him. Kim was so scared, she hugged max tight. Max didn't care, but he cared more about what he heard.

"Max?" Max said as he was hugged by Kim.

_The one and only!_ Max thought. He turned around and saw Dark Max and the other were gone._ No doubt Toxzon and darrikain have a huge plan their setting up. We've got no to time to waste!_ Max just stood there, and for a while he ignored the real max.

_I'm guessing that you know my memories are what are letting me live._ Max thought. _So now you're going to try and erase me, aren't you? Well guess what-I'm ready. Do your worst! _

"No" Max said quietly. Soon as that conversation was over, He got Kim to her father.

"Dad!" she said as she cried a bit. She was just so happy to find out that he was still alive and that she was safe.

"Get her somewhere safe" Max said. "If there's anywhere safe left in the city"

_What's going on, dread?_ Max thought.

"I was way in over my head" Max said. "I know deep down, I'm flawed. I thought I could protect this city better than you ever can, but I was wrong" Max stopped for a bit. Max's sprit thought for a bit.

_And that's how everything got out of hand._ Max thought.

"Yes. I can't believe I'm saying this, but, you're the superior one" Max said. "The superior hero. You're the one that can fix all of this"

_I-I-I don't know what to say._ Max thought. You can tell by the way he was looking dread had a lot of regret inside of him.

"They've got Sydney" Max said.

_My god!_ Max said. _But how?!_

"I'll explain on the way there!" after they stopped talking, they arrived in a laboratory it looked like a few of the mutants were still crawling around. Max walked in, pushing everyone out of his way. He grabbed a pistol and shot a freak mutant as it tried to attack him. He saw a memory erase device and walked towards it.

_How do I know this is not a trap, dread?_ Max thought.

"It isn't" Max said as he sat down and put the device on his head. Inside of Max's head, Max saw dread's father. He was still yelling at dread for the bullies getting in the house, but soon it seemed like he was crumbling away. He turned around and saw the turboix girls, ready to kill him, who were also crumbling away. Max noticed all of dread's memories were crumbling away. Max relized what was going on.

**NOTE: a good song here is the clean version of given up by linkin park.**

"Your child hood, your teenage years, your life-"

"It's vanishing. I'm, as you say, washing away what I've done" dread said. "My life as both a villain, and a hero" Max saw dread's mother crumbling away. He saw drake crumbling away. He saw the monster from chapter eleven crumbling away.

"I realized too late that I must not sacrifice a piece of the future to bring back the past" dread said as max fight katana all the way back in chapter three vanished. Him coming up with the plan all the way back in the first chapter soon vanished.

"And I'm getting rid of the one memory I held onto most" dread said as he saw him and Sydney. Max wondered when that happened, but soon thought elsewhere.

"You love her, don't you?" Max said.

"Yes. At first I thought it was because you love her, and to combat this I tried dating Ann, but now I realize it was me who loved her. And to save her, I must give up that love" dread said as Sydney crumbled away. He turned to Max.

"Dread, you don't have to do this" max asked.

"Only you can save her. Because you are the superior Max steel" dread said before he crumbled away. The memory erase stopped as soon as all of dread's memories were gone. Max opened his eyes and noticed a tear ran down his check.

"I swear dread. I will bring her back safely" Max said as he moved the tear off his cheek with his finger.

…

The turboix girls soon got out of the fight. Stella broke out of a bunch of drone corpses.

"I hope the guy who designed these things gets fired!" Rendessa said as she kicked some of the drone's remains away from her.

"Forget him, we still gotta find Max and give him a peace of our minds!" Stella said as she punched her palm. The other turboix girls shouted "RIGHT!"

"I'll find Max. You guys get these people to safety!" rendessa flew off. Meanwhile, Max ran up three floors to see if toxzon was there.

_Ithis was one of Toxzon's locations,_ Max thought. _Lucky, I found that message. Now where would Sydney b-_

"HELP!" Max heard someone's voice shout. He soon remembered who it belonged to.

_SIL!_ Max thought. He then ran to a chamber close to him and saw all of the dragon flame being sucked from Sil, who was strapped down on the table. Max knew Si would have soon no longer be albe to funticon, looked on the control panel, looking for an off switch.

_Off switch, off switch, off switch…_ Max thought he didn't find any, and was really getting mad.

"SCREW OFF SWITCHES!" Max said as he smashed the machine. Sil got her strength back, and busted out of the straps keeping her down.

"OH THANK YOU TAHNK YOU THANK Y-" sliver saw it was Max who saved her. "Oh, you"

"Sil, I can explain!" Max said. "For the past two months, dread has been in my body. He was the one who slammed you into a wall, he was the one who acted like he didn't know you, and he's the one who tried to kill keeah! He was the one who tried to kill that mutant!"

"Alright, let's go find keeah" sil said as she left.

"You believe me, just like that?" Max asked, stopping sil from leaving.

"It's been a weird day, I'll believe ANYTHING by this point" Sil said. Max just shook his head and headed for another room. He knew of SIl was here, keeah couldn't be far behind.

Meanwhile in another room, keeah doesn't even have the strength to stand any more. She was getting weaker and weaker. She knew this wasn't a movie, the cool handsome guy wouldn't come in and save her, and she was doomed.

_Please don't do this to me!_ Keeah thought as she got even weaker._ I've never kissed a boy, I've never got to drive, I've haven't figured out what the buzz about frozen is! Please lord, don't let me die like this!_ Right at that moment keeah saw a boomerang hit the tube feeding her dragon flame into a container. She soon managed to get all her strength back, and then she smashed the glass in front of the container, allowing her to get free. She was about to thank the person who saved her, and saw Max. Instead of saying thank you, she slapped him.

"That's for knocking silver into a wall" she shouted as max rubbed his cheek.

"I didn't really deserve that" Max said. He was about to explain when She slapped him again.

"That's for trying to kill me and pretending you had no clue on who I was!"

"I didn't deserve that either" Max said. She slapped him one more time as he opened his mouth.

"That's for not being here two minutes earlier!"

"Okay, that one I deserved" Max said as he rubbed his cheek. "Look, about the first two things, I know you're pissed, but that was dread in my body for the past two months, and I know he has been a real jerk. But it's me again, I swear!"

"That sounds stupid enough to be right" Keeah said. She then hugged Max; much to the latter's surprise.

"What's this for?"

"Saving me"

_Well, almost everything is back to normal._ Max thought. _But I still don't have steel, and Sydney is still in danger! I need to think of a plan-wait-_ Max then came up with an idea.

"Hey Keeah, I might need to borrow sil for a little while…"


	33. Toxic Nation Chapter IX: Max Returns

**NOTE: If you want to play a song here, play battle cry by imagine dragons. That or rebellion by linkin park.**

Sydney started waking up. She had no idea where she was, all she knew is she heard guns shots and she had a blind fold on.

"Oh good, your awake" Toxzon said as he was taking off her blindfold. "I bet your just dying to see the view" he then fully removed the blind fold to show Sydney that she was hanging a thousand feet off the ground. She was scared to death, and she saw that the only thing keeping her from falling was a chain she saw tied in.

"Please, I don't want to-"

"Oh, I'm not going to cut the chain, yet" toxzon said, interrupting Sydney. "I want to show you something" she looked down and saw drones flying around. She saw mutants attacking at every corner. She saw another person becoming a mutant every second. Toxzon pushed her a bit farther.

"You see, copper canyon has fallen" toxzon said. "Behold: MY TOXIC NATION!"

meanwhile, Max walks out of the building that keeah was being held. Sil was with him, and keeah said he could use sil.

"Okay, you're aware of the plan, right?" Max said.

"Yep!" sil said. Max soon saw Ann run up to him.

"Max, I need to talk to you" she said. Max noticed Jackson was with her.

"Look Jackson, sorry if I was rude to you before…" Max said._ I think I'm going to have to say that a lot._

"Look dread, I it's been you for two months now, and I don't know what you did with the real max, but-"

"Wow, your smart Ann" max said. "But it's me again"

"Really?" Jackson asked. "If you're really max, tell us something only Max would know"

"Ann, you think skirts suck and Jackson, you used to have a crush on sailor mars"

"Yep it's him" Jackson said.

"You used to have a crush on sailor mars?" Ann asked.

"You think skirts suck?" Jackson asked.

"Uh okay, I need to rescue Sydney now" Max said. "Although the mutants might be a problem-"

"Don't worry, Ann and I will keep the mutants busy" Jackson said he grabbed a bottle out of his pocket.

"Also, here's the antidote for the mutants"

"Berto made this?" Max asked.

"Ann did. Berto is dead…or alive. We're not sure yet" Jackson said. "If you can somehow spray this all over the city-"

"I understand" Max said. "And I have a plan for that"

"Okay. Just one more question: why do you have silver with you?" Jackson asked.

"You'll see" max said. "GO DRACO! SKY!" he shouted. Sil then linked up into his chest, creating a new form. His glowing blue bits were now orange. his helment looked more like keeah's. he was now max silver! He flew through the city, trying to find Sydney, knowing he had until noon to recuse her-and was three hours from now! He called molly on his phone.

"Mom, are you alright?"

"Yes. I'm currently at Ann's house with her rude sister"

"Why aren't you at the apartment?"

"Well, it went up in flames. Literally" molly said.

"Okay" Max said. _How much did I miss?!_ He then tried calling Kirby to make sure he was alright.

"KIRBY! Where are you?!" Max said.

"Wow dread, we thought you hated Kirby" meltrix said through the phone.

"meltrix?! What did you do with Kirby?"

"Oh, he's one of the mutants now" meltrix then hung up. Max did see a mutant that looked like Kirby attacking the streets.

_Okay, so toxzon and Ann figured out about the dread thing._ Max thought. Max got down and fought a few of the mutants. And deafeatd them and injected them with the antidote.

"Max steel saved us!' one of the pedestrains said. "Maybe he's not a criminal!" Meanwhile, at the mayor's office, Mayor Jones pushed all of his things off the table.

"I'M RUINED!" the mayor said. "I fired my best technician, my drones are attacking the city, our hero has turned against us, and the entire city is laughing at me!" he saw a shattered frame of his wife.

"I'm going to have to quit. I just can't tale this anymore!" Meanwhile, the turboix girls get someone to safety outside of copper canon.

"Flee this city. Go to clayton, NC, Miami, Florida, anywhere far from here!" rendessa said. She left and went to the rest of the turboix girls. "That's the last of them"

"Not quite" Max said as he put a child with his parents. "You need to take her advice, okay?" Max said to the kid. The kid nodded and got in her parent's car.

"Where the heck were you?" rendessa shouted, clearly angry.

"I was, uh, busy" Max said.

"You just left us to fight these drones ourselves! I'm really steamed about this!" rendessa said.

"Look, I know your pissed, but right now I need you go rescue my girlfriend" Max said. rendessa looked at him.

"G-G-G-GRILFIREND?!" Rendessa shouted. Max just backed away slowly.

"GO DRACO! SPEED!" Max said. He then ran away from them.

"GIRLFRIEND?!" Rendessa said a second time.

"Clam down rendessa" Stella said.

Max changed to flying mode when he saw gravity flying. Max jumped on him.

"WHAT THE—dread?!" he said.

"Not quite" Max said as he pushed him back. He grabbed a hosed and tried to hit gravity with it. Gravity gabbed the hose and threw it back. Max douged it and contunied to fight gravity when someone hit him in the head. Max It was dark max, who was holding a pipe.

"never liked that jerk anyway" dark max asked. Max just shook his head and got up.

"Now, where is the girl?" Max said.

"Where else? THI, of course!" dark max said. "I'm only telling you this because I know you're not my father anymore, and you were not responsible for his death"

"Okay" max said, confused.

"But don't think we won't cross paths again!"

"Good boy. GO DRACO! SKY!" Max shouted.

_Two villains down, three to go!_ Max said. meltrix then attacked Max, knocking him into a wall.

"Oh hello dread" she said. darrikain was with her as well. He got up and saw them both.

"Well dread, now I can kill you, and maybe I'll still get a reward" Meltrix said as she powered up her heat.

"Hello to you too, meltrix. Hey, I have a microwaveable burrito and my micro wave's busted" Max said. "Can you help me with that?"

"Wait…holy crap!"meltrix said. "It's you!"

"GO DRACO! STREAGH!" Max grabbed a pipe and wrapped it around both of them.

"Oh my G-O-S-H! It's you!" darrikain said.

"Yep" Max then turned into his new flight mode and flew off. Meltrix and darrikian saw him fly off, much to their dismay.

"Can you let us out of here? This is uncomfortable" darrikain asked as he saw two people come closer. He got a closer look and noticed that the people were Kat and Jefferson.

"Uh oh" Darrikian said. After that, Max went to THI. He was almost to the top when he suddenly got attacked by vengeance!

"Hello dread. Nice meting you here" vengeance said. Max tried to punch him, but he dodged.

"You know, I wonder if I still get a reward to killing you, dread!" he said as he tried chocking max.

"Huh. I thought if they put a computer in your brain would make you over 9000 times smarter" Max said.

"WHAT THE?!" sil then used her dragon flame to override vengeance's systems. He fell to the ground and shut down.

"thanks sil" Max said.

"No problem. Now the only one left is toxzon" sil said.

"Right!" Max said. Max and sil soon arrived on the roof with Sydney. Sydeny saw max was right behind her.

"Max, is that you?" Sydney asked.

"The one and only!" Max said._ Okay, that's getting old._

"It nice of you to come and save me, but Max, you didn't have to change" Sydney said.

"Excuse me?" Max asked.

"You changed. Was it to impress me?"

"Uh, Yes" Max said, lying. "Now mam, I'm going to get you out of here"

"Max, she knows it's you" sil said.

"She does?!"

"Remember, you tried to show me it was you when you attacked the criminals"

"Oh, right. My memory has been a little-" before he could finish what he was saying, there was an explosion behind Max. toxzon walked out, laughing.

"Why hello dread. This is it! The finial fight between the hero and the villain!" Toxzon said. "But with a twist: you were never a hero at all! Sydney Gardner is your only achievement, dread! You've should have sticked to being evil. Now when this bomb I strapped to her blows up, you blow up with it!"

"BOMB?!" Sydney shouted. "You put a bomb on me?!"

"Good bye, dread, now you get to see what it's like when you have nothing!" toxzon said as he laughed.

"Except the dignity of knowing I never talked to a plastic gold fish" Max said. toxzon opened his mouth in shock.

"No way…it can't be!" toxzon said. "Max McGrath?!"

"Hello, toxzon, by the shocked look on your face, I'd say you happy to see me" Max said.

"Wait, how does he know that you're Max?" sil asked.

"Who cares, you're not going anywhere toxzon!"

"I did not count on this happening" Toxzon said. "But, I shall proceed as planned" toxzon then hit the dentate button. The timer started with five munites. Max, angered bause it was two hours until noon, flew to him. he jumped on top of toxzon.

"Give it up toxzon. I already stopped your friends!"

"This has to be a trick! IT HAS TO BE!" toxzon said. He then punched Max in the face. Sil hit toxzon in the gut while max messed with toxzon's toxic canisters. Toxozn punched him back on top of THI. He ran to Sydney and tried to free her from the bomb

"Hang on; I'm going to get you out of here!" Max said he had no luck damaging the chain. "Sil, can you cut the chain?"

"On it!" she said. She used her dragon flame to break the chain. Max caught Sydney and the bomb.

"Sil, how far this is thing's blast radius?" Max asked Sil.

"That bomb has the power to blow up the whole city!" Sil said.

"So like that of a nuke?" max asked. Sil nodded.

_Then I throw it where it can't do any damage_ Max thought as threw it up in the sky. it blew up and created what looked like a lovely firework. He got Sydney to safety in an ally far away from the mutants.

"Stay here" Max said. He then went after toxzon, who was still on THI.

"Impressive. Nine outta ten" toxzon said as he clapped. He punched Max steel in the gutt.

"You may have a new drone, but your pathetic fighting skills still haven't changed" Toxzon said as he had Max in a head lock.

"Oh really?" he then kicked Toxzon between the legs. Toxzon squealed and held it for a few seconds.

"Okay, that's new" he said. "BUT YOU'RE TOO LATE!"

"What do you mean, "Too late"?" Max asked.

"Since plan A seems to have gone down in flames, I have to use plan B" he said. "Turn every poor soul in the city to mutants!"

"No frickin way" Max said. Toxzon powered up a powerful attack.

"Yep"

"DON'T DO IT!" Sil shouted. Toxzon shot the entire batch into the sky. It rained down on the citizens. Sil was freaking out about it, but max was calm.

"Face it McGrath! YOU'VE LOST! THERE'S NO HOPE FOR THE-" toxzon then noticed all of his mutants turning back to normal. Ann and Jackson saw all of the mutants turn back to normal, including Kirby.

"How come everyone else has torn clothes but him?" Jackson asked as he looked away with his hands in his face.

"WHAT?! NO!" toxzon shouted. "It's not possible!"

"One thing you don't know about me, I'm full of surprises" Max said. He then spun the empty anitdonte bottle on his finger.

"It can't be! You switched my poison for the antidote?!" Toxzon said.

"Yep. I did it when sil hit you in the chest" Max said with a smirk. "Didn't see that coming, did you?"Toxzon had no idea how to react. He panicked and flew away.

"This isn't over, Maxwell, I will be back!" Toxzon said as he left the city. He went on the ground and saw a cround gather, and Sydney pushed most of them out of the way to get to max.

"Wow. That was amazing!" she said.

"Glad you think so" Max said. He then took off his now damaged helmet. Sydney kissed him; much to max's shock and delight.

_I've always wanted this!_ Max thought. Everyone started cheering for max, which he also enjoyed. Kat and Jefferson came to him, which he didn't enjoy/

"Max, what's going on?" Kat asked.

"Not much. How's Berto?"

"We think he's getting better" Kat said. Stephanie walked up to Sydney.

"Mom!"

"SYDENEY!" Stephanie said. She hugged Sydney. "I was so worried!"

"I was wrong about you. We were all wrong about you Max" Stephanie said.

Meanwhile, At the hospital, Berto wakes up. Ferris sees him and runs over.

"What happened?" he asked.

"Judging by the fact the crowd is cheering for Max, I'd say this entire conflict is over" steel said.

"Good" Berto said. "Wait, what conflict?!" Somewhere, Toxzon making a new toxin that looks like a monster.

"I will be back Max. You haven't seen the last of me"

THE END.

**End credits song: what I've done by linkin park. And then demons by imagine dragons.**

**Thanks to iluvwinxandrandycunn, and Jackie winters for letting me use their OCs. Also, let's just say rendessa is NOT happy about Sydney and Max. REALLY not happy.**

**This is ninjanicktf sighing out, and as Stan Lee says, excelsior!**


End file.
